SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
RED ROOF INNS, INC.
(Name of Subject Company)
RED ROOF INNS, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
757005103
(CUSIP Number of Class of Securities)
Alan L. Tallis, Esq.
Executive Vice President, Development,
General Counsel and Secretary
Red Roof Inns, Inc.
4355 Davidson Road
Hilliard, Ohio 43026
(614) 876-3201
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
With a Copy to:
Jeffrey W. Tindell, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022-3897
(212) 735-3000
This Amendment supplements and amends as Amendment No. 1 the
Solicitation/Recommendation Statement on Schedule 14D-9, originally filed
on July 16, 1999 (the "Schedule 14D-9"), by Red Roof Inns, Inc., a Delaware
corporation (the "Company"), relating to the tender offer (the "Offer") by
RRI Acquisition Corp., a Delaware corporation ("Purchaser"), and an
indirect, wholly owned subsidiary of Accor S.A., a corporation organized
under the laws of France ("Parent"), disclosed in a Tender Offer Statement
on Schedule 14D-1, dated July 16, 1999, to purchase all of the outstanding
shares of common stock, par value $0.01 per share (the "Shares"), of the
Company, at a price of $22.75 per Share, net to the seller in cash (subject
to applicable withholding), upon the terms and subject to the conditions
set forth in the Offer to Purchase dated July 16, 1999 of Parent and
Purchaser and the related Letter of Transmittal. Capitalized terms used
and not otherwise defined herein shall have the meanings set forth in the
Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
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.
SIGNATURE
After reasonable 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.
Dated: August 4, 1999 RED ROOF INNS, INC.
By: /s/ David L. Rea
---------------------------
Name: David L. Rea
Title: Executive Vice President, Chief
Financial Officer and Treasurer
