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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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RED ROOF INNS, INC.
(NAME OF SUBJECT COMPANY)
ACCOR S.A.
RRI ACQUISITION CORP.
(BIDDERS)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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757005103
(CUSIP NUMBER OF CLASS OF SECURITIES)
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PIERRE TODOROV
ACCOR S.A.
TOUR MAINE MONTPARNASSE
33, AVENUE DU MAINE
PARIS 75015, FRANCE
(33-1) 45.38.86.00
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE BIDDER)
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COPY TO:
JEFFREY A. HORWITZ, ESQ.
PROSKAUER ROSE LLP
1585 BROADWAY
NEW YORK, NEW YORK 10036-8299
(212) 969-3000
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This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 (the
"Statement") relates to the offer by RRI Acquisition Corp., a corporation
organized and existing under the laws of the State of Delaware ("Purchaser") and
an indirect, wholly owned subsidiary of Accor S.A., a corporation organized and
existing under the laws of France ("Parent"), to purchase all of the outstanding
shares of common stock, par value $.01 per share (the "Shares"), of Red Roof
Inns, Inc., a corporation organized and existing under the laws of the State of
Delaware (the "Company"), at a price of $22.75 per Share, net to the seller in
cash (subject to applicable withholding of taxes), without interest, upon the
terms and subject to the conditions set forth in Purchaser's Offer to Purchase,
dated July 16, 1999 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"), copies of which were filed with the
Statement as Exhibits (a)(1) and (a)(2), respectively. All capitalized terms
used but not otherwise defined herein have the meaning ascribed to such terms in
the Statement.
ITEM 10. ADDITIONAL INFORMATION.
The response to Item 10 (b) and 10 (c) of the Statement is hereby amended
and supplemented as follows:
On July 30, 1999, early termination of the 15-day waiting period applicable
to the Offer under the HSR Act was granted by the United States Federal Trade
Commission. A copy of the press release, dated August 3, 1999, issued by Parent
disclosing this information is attached hereto as Exhibit (a)(9) and is
incorporated herein by reference.
The response to Item 10 (f) of the Statement is hereby amended and
supplemented as follows:
In Section 14 -- "Certain Legal Matters and Regulatory Approvals" of the
Offer to Purchase, the third sentence of the second paragraph under the
subsection "Antitrust" is hereby amended and restated as follows:
"Parent intends to file the HSR Report on July 16, 1999, so as to allow the
applicable HSR Act waiting period for the Offer to expire on or prior to 11:59
p.m., New York City time, on July 31, 1999."
In Section 7 -- "Certain Information Concerning the Company" of the Offer
to Purchase, the second sentence of the third paragraph under subsection
"Certain Company Projections" is hereby amended and restated as follows:
"THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE
PROJECTIONS."
Section 9 -- "Financing of the Offer and the Merger" of the Offer to
Purchase is hereby amended and restated in its entirety to read as follows:
"The total amount of funds required by Purchaser to consummate the
Offer and the Merger and to pay related fees and expenses is estimated to
be approximately $694 million. Purchaser will obtain such funds from
Parent. Parent currently intends to provide all of such funds by borrowing
amounts under Parent's existing credit facility arranged for Parent by BNP
Capital Markets Limited, Chase Manhattan Bank, Societe Generale, Union Bank
of Switzerland and subscribed to by an international syndication of banks
(the "Facility").
The Facility was entered into in December 1995 and matures in December
2000. It provides for an aggregate commitment of up to FF5 billion
(approximately $780 million) and may be drawn down upon 3 days' prior
notice at any time until the maturity of the Facility. Borrowings under the
Facility may be used for general corporate purposes. Funds are available
for drawdown under the Facility in any currency which is readily available
and freely transferable. As of the date of this Offer to Purchase, no funds
have been drawn down under the Facility and the entire amount of the
aggregate commitment is available for drawdown.
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The Facility is unsecured and borrowings under the Facility are
repayable at the maturity of the Facility. Borrowings accrue interest at a
rate that is based on LIBOR plus an applicable spread and interest is
payable monthly. Under the Facility, Parent is subject to certain customary
affirmative and negative covenants, including covenants that restrict,
subject to certain exceptions, Parent's and its significant subsidiaries'
ability to effect mergers and acquisitions and asset sales and to grant
liens. In addition, Parent is subject to certain financial covenants
requiring it to maintain minimum consolidated tangible net worth, a minimum
ratio of consolidated debt to consolidated net worth, and a minimum ratio
of consolidated interest expense to consolidated cashflow.
The obligation of the lenders to advance funds under the Facility is
subject to conditions that are customary in credit facilities of this type.
These include: (i) that the representations and warranties of Parent with
respect to the Facility are true and correct at the time of the drawdown;
(ii) that there is no event of default at the time of the drawdown; and
(iii) that the total amount to be drawn down, together with all outstanding
obligations under the Facility, do not exceed the amount of the aggregate
commitment. Parent anticipates that all conditions will be met in
connection with the drawdown of funds by Parent in order to provide
Purchaser with adequate funds to consummate the Offer and the Merger and to
pay related fees and expenses.
The Facility also contains customary events of default. These include:
(i) the failure of Parent to repay any amounts when due under the Facility;
(ii) the breach of Parent's financial covenants described above; (iii)
indebtedness for borrowed money of Parent or its significant subsidiaries
in excess of FF200 million (approximately $33 million) being accelerated
because of a default with respect to such indebtedness; and (iv) the
occurrence of a material adverse change in the financial situation or
business of Parent or its significant subsidiaries which is material in the
context of Parent's consolidated operations and which has a material
adverse effect on Parent's ability to meet its obligations in respect of
the Facility.
The Offer is not subject to a financing contingency.
Parent has no current plans or arrangements to repay borrowings under
the Facility."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 11 of the Statement is hereby amended and supplemented
as follows:
(a)(9) Press release issued on August 3, 1999
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
ACCOR S.A.
By: /s/ CHRISTIAN GARY
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Name: Christian Gary
Title: Director of Treasury and
Finance
RRI ACQUISITION CORP.
By: /s/ ARMAND E. SEBBAN
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Name: Armand E. Sebban
Title: Executive Vice President for
Finance and
Chief Financial Officer
August 10, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO.
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<S> <C>
(a)(1) Offer to Purchase dated July 16, 1999*
(a)(2) Letter of Transmittal*
(a)(3) Notice of Guaranteed Delivery*
(a)(4) Letter to brokers, dealers, commercial banks, trust
companies and nominees*
(a)(5) Letter to clients for use by brokers, dealers, commercial
banks, trust companies and nominees*
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9*
(a)(7) Summary Advertisement as published in THE WALL STREET
JOURNAL on July 16, 1999*
(a)(8) Press release issued on July 12, 1999*
(a)(9) Press release issued on August 3, 1999**
(b) Not applicable
(c)(1) Agreement and Plan of Merger, dated as of July 10, 1999,
among Parent, Purchaser and the Company*
(c)(2) Tender and Voting Agreement, dated as of July 10, 1999,
among Parent, Purchaser and certain principal stockholders
of the Company named therein*
(c)(3) Confidentiality Agreement, dated as of June 14, 1999,
between Parent and the Company*
(d) Not applicable
(e) Not applicable
(f) Not applicable
</TABLE>
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* Previously filed
** Filed with this Amendment No. 1
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EXHIBIT (a)(9)
PRESS RELEASE
ACCOR ANNOUNCES TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD ON TENDER OFFER
FOR ALL OF THE OUTSTANDING SHARES OF RED ROOF INNS, INC.
NEW YORK,--(BUSINESS WIRE)--Aug. 3, 1999--Accor S.A. announced today that early
termination of the waiting period under the pre-merger notification
requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976
applicable to Accor's tender offer for the common stock of Red Roof Inns, Inc.
(NYSE:RRI) was granted on July 30, 1999.
As previously announced, Accor and Red Roof Inns signed a merger agreement on
July 10, 1999, pursuant to which on July 16, 1999, Accor commenced a tender
offer to purchase all of the outstanding shares of common stock of Red Roof Inns
for $22.75 per share, net to the seller in cash (subject to the applicable
withholding of taxes). The principal stockholders, The Morgan Stanley Real
Estate Fund and related entities have already tendered to Accor their 18.4
million shares of Red Roof Inns, representing approximately 68.3% of the
outstanding shares of Red Roof Inns. The tender offer is scheduled to expire at
midnight, New York City time, on Thursday, August 12, 1999, unless extended, and
is subject to a number of conditions.
Red Roof Inns enjoys high customer awareness and an outstanding brand image in
the economy lodging market with a network of 322 hotels (37,005 rooms, of which
29,907 are owned and the remainder franchised) primarily located in the
Midwest, the East and in the South.
Through Motel 6, Accor is already a leader in the U.S. budget and economy
lodging sector. In the United States, Accor also operates through its upscale
Novotel chain and growing luxury Sofitel chain, in business travel through its
50% interest in Carlson Wagonlit Travel and in corporate services through Child
Care.
Accor, a leader worldwide in travel, tourism and business services, is active
in 140 countries with 130,000 associates, through its four major complimentary
activities: hotels (3,084 hotels with 340,782 rooms after the addition of Red
Roof Inns); travel agencies through Carlson Wagonlit Travel; car rental with
Europcar and corporate services with Accor Corporate Services.
Contact: Accor S.A.
Eliane Rouyer, + 33 1 45 38 86 26
