<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
RFS Hotel Investors, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
74955J108
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 74955J108 13G Page 1 of 3 Pages
- - -----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boston Partners Asset Management, L.P.
- - -----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not applicable
- - -----------------------------------------------------------------------------
3. SEC USE ONLY
- - -----------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- - -----------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES -0- shares
BENEFICIALLY -------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 2,726,540 shares
REPORTING -------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH -0- shares
-------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
2,726,540 shares
- - -----------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,726,540 shares
- - -----------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ]
SHARES*
Not applicable
- - -----------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.1%
- - -----------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IA
- - -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 74955J108 13G Page 2 of 3 Pages
- - -----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boston Partners, Inc.
- - -----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not applicable
- - -----------------------------------------------------------------------------
3. SEC USE ONLY
- - -----------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- - -----------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES -0- shares
BENEFICIALLY -------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 2,726,540 shares
REPORTING -------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH -0- shares
-------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
2,726,540 shares
- - -----------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,726,540 shares
- - -----------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ]
SHARES*
Not applicable
- - -----------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.1%
- - -----------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
CO
- - -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 74955J108 13G Page 3 of 3 Pages
- - -----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Desmond John Heathwood
- - -----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not applicable
- - -----------------------------------------------------------------------------
3. SEC USE ONLY
- - -----------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- - -----------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES -0- shares
BENEFICIALLY -------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 2,726,540 shares
REPORTING -------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH -0- shares
-------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
2,726,540 shares
- - -----------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,726,540 shares
- - -----------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ]
SHARES*
Not applicable
- - -----------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.1%
- - -----------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN
- - -----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
Item 1(a). Name of Issuer: RFS Hotel Investors, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices: 850 Ridge Lake
Boulevard, Suite 220, Memphis, TN 38120
Item 2(a). Names of Persons Filing: Boston Partners Asset Management, L.P.
("BPAM"), Boston Partners, Inc. ("Boston Partners"), and Desmond
John Heathwood. BPAM, Boston Partners, and Mr. Heathwood are
sometimes referred to collectively herein as the "Reporting
Persons."
Item 2(b). Address of Principal Business Office or, if None, Residence: The
address of the principal business office of BPAM, Boston
Partners, and Mr. Heathwood is One Financial Center, 43rd Floor,
Boston, MA 02111.
Item 2(c). Citizenship: BPAM is a Delaware limited partnership. Boston
Partners is a Delaware corporation. Mr. Heathwood is a United
States citizen.
Item 2(d). Title of Class of Securities: Common Stock, $.01 par value
("Common Stock").
Item 2(e). CUSIP Number: 74955J108
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of
the Securities Exchange Act of 1934 (the "Act").
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act.
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act of 1940.
(e) [X] Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) of
the Act.
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G) of the Act.
<PAGE> 6
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
of the Act.
Item 4. Ownership.
(a) Amount Beneficially Owned: Each of the Reporting Persons may be
deemed to own beneficially 2,726,540 shares of Common Stock at
February 28, 1998. BPAM owns of record 2,726,540 shares of
Common Stock. As sole general partner of BPAM, Boston Partners
may be deemed to own beneficially all of the shares of Common
Stock that BPAM may be deemed to own beneficially. As principal
stockholder of Boston Partners, Mr. Heathwood may be deemed to
own beneficially all of the Common Stock that Boston Partners
may be deemed to own beneficially. Therefore, each of the
Reporting Persons may be deemed to own beneficially 2,726,540
shares of Common Stock of the Issuer.
(b) Percent of Class: 10.1% for all Reporting Persons. The foregoing
percentage is calculated based on the 26,952,000 shares of
Common Stock reported to be outstanding as determined in a
telephone conversation with the Investor Relations Department on
March 3, 1998, for the year end December 31, 1997.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares for all
Reporting Persons.
(ii) shared power to vote or to direct the vote: 2,726,540
shares for all Reporting Persons.
(iii) sole power to dispose or to direct the disposition of: 0
shares for all Reporting Persons.
(iv) shared power to dispose or to direct the disposition of:
2,726,540 shares for all Reporting Persons.
Pursuant to Rule 13d-4, each of Boston Partners and Mr.
Heathwood expressly disclaims beneficial ownership of any shares
of Common Stock of the Issuer.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
<PAGE> 7
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
BPAM holds all of the above 2,726,540 shares under management
for its clients, who have the right to direct the receipt of
dividends, to receive dividends from such shares and to receive
the proceeds from the sale of such shares. None of these clients
holds more than five percent of the Common Stock of the Issuer.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable. BPAM, Boston Partners and Mr. Heathwood
expressly disclaim membership in a "group" as defined in Rule
13d-5(b)(1).
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below we certify that, to the best of our knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not
acquired in connection with or as a participant in any
transaction having such purpose or effect.
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct. We also hereby agree to file this statement jointly pursuant to the
agreement set forth as Exhibit 1 hereto.
Dated: March 10, 1998
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By: Boston Partners, Inc.,
its general partner
By: /s/ Mary Ann Iudice
-----------------------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*
BOSTON PARTNERS, INC.
By: /s/ Mary Ann Iudice
-----------------------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*
/s/ Mary Ann Iudice
- - --------------------------
Desmond John Heathwood
by: Mary Ann Iudice
Attorney-in-Fact**
* Signed pursuant to a Power of Attorney executed by William J. Kelly,
as filed herewith.
** Signed pursuant to a Power of Attorney executed by Desmond John
Heathwood, as filed herewith.
<PAGE> 9
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of
the undersigned of shares of Common Stock of RFS Hotel Investors, Inc.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
EXECUTED this 10th day of March, 1998.
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By: Boston Partners, Inc.
its general partner
By: /s/ Mary Ann Iudice
-----------------------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*
BOSTON PARTNERS, INC.
By: /s/ Mary Ann Iudice
-----------------------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*
/s/ Mary Ann Iudice
- - --------------------------
Desmond John Heathwood
by: Mary Ann Iudice
Attorney-in-Fact**
* Signed pursuant to a Power of Attorney executed by William J. Kelly,
as filed herewith.
** Signed pursuant to a Power of Attorney executed by Desmond John
Heathwood, as filed herewith.
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Desmond John
Heathwood, hereby constitutes and appoints William J. Kelly and Mary Ann
Iudice his true and lawful attorneys-in-fact and agents, for him and in his
name, place and stead, to sign any Schedule 13G or Schedule 13D relating to
beneficial ownership and changes in beneficial ownership of equity securities
of the companies set forth on Exhibit A hereto (each, a "Company" and,
collectively, the "Companies"), and any amendment thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the U.S. Securities and Exchange Commission, and submit copies thereof to
any securities exchange or automated quotation system and to the applicable
Company, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite or necessary
to be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof. This power-of-attorney shall expire at such time as the undersigned
ceases to be subject to filing requirements under Section 13(d) and/or 13(g)
under the Securities and Exchange Act of 1934, as amended, with respect to the
Companies.
/s/ Desmond John Heathwood
--------------------------
Desmond John Heathwood
Dated: February 9, 1998
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EXHIBIT A
Companies Subject to Power of Attorney
Dated as of February 9, 1998
American General Hospitality Corporation
Bank Plus Corporation
Calpine Corporation
Chris-Craft Industries, Inc.
Golden State Bancorp, Inc.
Mid-America Apartment Communities, Inc.
Public Service Company of New Mexico
RFS Hotel Investors, Inc.
Security-Connecticut Corporation
Shopko Stores, Inc.
SLM Holding Corporation
The Vanguard Group, Gemini II Inc. (closed end fund)
Wang Laboratories, Inc.
Allmerica Financial Corporation
BJ's Wholesale Club, Inc.
Bowne & Co., Inc.
Caltec Net Lease Realty, Inc.
Chiquita Brands International, Inc.
Equity Inns, Inc.
Harcourt General, Inc.
Highlands Insurance Group, Inc.
Horace Mann Educators Corporation
IPC Holdings, Ltd.
Long Island Lighting Company
Moog, Inc.
National Presto Industries, Inc.
PFF Bancorp, Inc.
WMS Industries Inc.
Woolworth Corporation
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, William J.
Kelly, Treasurer and Senior Vice President of Boston Partners, Inc., hereby
constitutes and appoints Mary Ann Iudice his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, to sign any Schedule 13G
or Schedule 13D relating to beneficial ownership and changes in beneficial
ownership of equity securities of the companies set forth on Exhibit A hereto
(each, a "Company" and, collectively, the "Companies"), and any amendment
thereto, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the U.S. Securities and Exchange Commission, and
submit copies thereof to any securities exchange or automated quotation system
and to the applicable Company, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof. This power-of-attorney shall expire at such time as Boston
Partners, Inc. ceases to be subject to filing requirements under Section 13(d)
and/or 13(g) under the Securities and Exchange Act of 1934, as amended, with
respect to the Companies.
/s/ William J. Kelly
--------------------
William J. Kelly
Dated: February 8, 1998
<PAGE> 2
EXHIBIT A
Companies Subject to Power of Attorney
Dated as of February 9, 1998
American General Hospitality Corporation
Bank Plus Corporation
Calpine Corporation
Caltec Net Lease Realty, Inc.
Chris-Craft Industries, Inc.
Golden State Bancorp, Inc.
Mid-America Apartment Communities, Inc.
Public Service Company of New Mexico
RFS Hotel Investors, Inc.
Security-Connecticut Corporation
Shopko Stores, Inc.
SLM Holding Corporation
The Vanguard Group, Gemini II Inc. (closed end fund)
Wang Laboratories, Inc.
WMS Industries Inc.
Woolworth Corporation
<PAGE> 3
CERTIFICATE OF THE SECRETARY
The undersigned, Desmond John Heathwood, Secretary of Boston Partners,
Inc., a Delaware corporation (the "Company"), DOES HEREBY CERTIFY THAT the
resolutions set forth below are true and correct copies of resolutions adopted
by the Board of Directors of the Company by unanimous written consent dated
February 9, 1998; and such resolutions are in full force and effect on the date
hereof:
Resolutions Adopted by the
Board of Directors of Boston Partners, Inc.
by Unanimous Written Consent Dated February 9, 1998
RESOLVED, that each officer of the Company who may be
required to sign and execute any Schedule 13G or Schedule 13D
relating to beneficial ownership and changes in beneficial
ownership of equity securities with respect to which the
Company is subject to filing requirements under Section 13(d)
or 13(g) under the Securities and Exchange Act of 1934, as
amended ("Section 13 Filings"), be and hereby is authorized to
execute a power of attorney appointing Mary Ann Iudice his
true and lawful attorney-in-fact and agent, for him and in his
name, place and stead, to sign any Section 13 Filings, and any
amendment thereto, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, and submit copies
thereof to any securities exchange or automated quotation
system and to the applicable Company, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite or necessary to
be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent may
lawfully do or cause to be done by virtue hereof.
WITNESS my hand and the seal of the Company this 9th day of February,
1998.
/s/ Desmond John Heathwood
--------------------------
[Corporate Seal] Desmond John Heathwood
Secretary
