<PAGE> 1
OMB APPROVAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)
RED ROOF INNS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
757005103
(CUSIP Number)
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)
JULY 10, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /
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SCHEDULE 13D
CUSIP NO. 757005103 PAGE 2 OF 7 PAGES
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
RRI ACQUISITION CORP.
1
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
52-2181300
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) /X/
(B) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
18,400,000 SHARES OF COMMON STOCK (RIGHT
TO ACQUIRE)
NUMBER OF ---------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
EACH ---------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON WITH 9
18,400,000 SHARES OF COMMON STOCK (RIGHT
TO ACQUIRE)
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
18,400,000 SHARES OF COMMON STOCK
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
68.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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Page 2 of 7
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SCHEDULE 13D
CUSIP NO. 757005103 PAGE 3 OF 7 PAGES
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
ACCOR S.A.
1
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) /X/
(B) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
FRANCE
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
18,400,000 SHARES OF COMMON STOCK (RIGHT
TO ACQUIRE)
NUMBER OF ---------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
EACH ---------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON WITH 9
18,400,000 SHARES OF COMMON STOCK (RIGHT
TO ACQUIRE)
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
18,400,000 SHARES OF COMMON STOCK
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
68.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 3 of 7
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ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock, par value $0.01 per share
(the "Common Stock"), of Red Roof Inns, Inc., a Delaware corporation (the
"Company"), whose principal executive offices are located 4355 Davidson Road,
Hilliard, Ohio 43026-2491. Capitalized terms used herein shall have the meaning
ascribed to them in the Offer to Purchase, dated July 16, 1999 (the "Offer to
Purchase"), filed with the Securities and Exchange Commission by Accor S.A. and
RRI Acquisition Corp., which is annexed hereto as Exhibit 1.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) and (f): This Statement is being filed by Accor S.A., a
French corporation ("Parent" or "Accor"), and RRI Acquisition Corp., a Delaware
corporation and an indirect, wholly owned subsidiary of Parent ("Purchaser").
The information concerning the name, state or other place of organization,
principal business, address of the principal business and address of the
principal office of each of Purchaser and Parent and the information concerning
the name, residence or business address, present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted and citizenship of each
of the executive officers and directors of Purchaser and Parent is set forth in
the Introduction, Section 8-"Certain Information Concerning Purchaser and
Parent" and Schedule I of the Offer to Purchase and is incorporated herein by
reference.
(d) and (e): During the last five years, none of Purchaser or Parent
and, to the best knowledge of Purchaser and Parent, none of the persons listed
in Schedule I of the Offer to Purchase has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information set forth in Section 9-"Financing of the Offer and the
Merger" of the Offer to Purchase is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
(a)-(g) and (j) The information set forth in the Introduction, Section
10-"Background of the Offer; Contacts with the Company; The Merger Agreement;
The Tender and Voting Agreement" and Section 11-"Purpose of the Offer; Plans for
the Company After the Offer and the Merger" of the Offer to Purchase is
incorporated herein by reference.
(h) and (i) The information set forth in Section 13-"Effect of the
Offer on the Market for the Shares, Exchange Listing and Exchange Act
Registration" of the Offer to Purchase is incorporated herein by reference.
Page 4 of 7
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(c) The information set forth in the Introduction, Section
8-"Certain Information Concerning Purchaser and Parent" and Section
10-"Background of the Offer; Contacts with the Company; The Merger Agreement;
The Tender and Voting Agreement" of the Offer to Purchase is incorporated herein
by reference. Purchaser is a direct, wholly owned subsidiary of RRI Holding
Corp. ("RRI Holding"), which is a direct, wholly owned subsidiary of Accor USA
Holdings, Inc. ("Accor USA"), which is an indirect, wholly owned subsidiary of
Parent. Each of RRI Holding and Accor USA is thus deemed to beneficially own the
18,400,000 Shares (as to which each has the right to acquire) beneficially owned
by Purchaser and to have shared voting and dispositive power with respect to
such Shares.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information set forth in the Introduction, Section 8-"Certain
Information Concerning Purchaser and Parent" and Section 10-"Background of the
Offer; Contacts with the Company; The Merger Agreement; The Tender and Voting
Agreement" of the Offer to Purchase is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Offer to Purchase dated July 16, 1999 (incorporated herein by
reference to Exhibit (a)(1) to the Schedule 14D-1 filed by
Parent and Purchaser with the Securities and Exchange
Commission on July 16, 1999 (the "Schedule 14D-1")).
Exhibit 2 Agreement and Plan of Merger, dated July 10, 1999, among
Parent, Purchaser and the Company (incorporated herein by
reference to Exhibit (c)(1) to the Schedule 14D-1).
Exhibit 3 Tender and Voting Agreement, dated July 10, 1999, among
Parent, Purchaser and certain principal stockholders of the
Company named therein (incorporated herein by reference to
Exhibit (c)(2) to the Schedule 14D-1).
Exhibit 4 Agreement as to Joint Filing of Schedule 13D between Parent
and Purchaser.
Page 5 of 7
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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 10, 1999
RRI ACQUISITION CORP.
By: /s/ Armand E. Sebban
------------------------------------
Name: Armand E. Sebban
Title: Executive Vice President for
Finance and Chief Financial
Officer
ACCOR S.A.
By: /s/ Christian Gary
------------------------------------
Name: Christian Gary
Title: Director of Treasury and
Finance
Page 6 of 7
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EXHIBIT INDEX
Exhibit 1 Offer to Purchase dated July 16, 1999 (incorporated herein by
reference to Exhibit (a)(1) to the Schedule 14D-1 filed by
Parent and Purchaser with the Securities and Exchange
Commission on July 16, 1999 (the "Schedule 14D-1")).
Exhibit 2 Agreement and Plan of Merger, dated July 10, 1999, among
Parent, Purchaser and the Company (incorporated herein by
reference to Exhibit (c)(1) to the Schedule 14D-1).
Exhibit 3 Tender and Voting Agreement, dated July 10, 1999, among
Parent, Purchaser and certain principal stockholders of the
Company named therein (incorporated herein by reference to
Exhibit (c)(2) to the Schedule 14D-1).
Exhibit 4 Agreement as to Joint Filing of Schedule 13D between Parent
and Purchaser.
Page 7 of 7
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EXHIBIT 4
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D
Each of the undersigned hereby affirms that it is individually eligible
to use Schedule 13D and agrees that this Schedule 13D is filed on its behalf.
Dated: August 10, 1999
RRI ACQUISITION CORP.
By: /s/ Armand E. Sebban
------------------------------------
Name: Armand E. Sebban
Title: Executive Vice President for
Finance and Chief Financial
Officer
ACCOR S.A.
By: /s/ Christian Gary
------------------------------------
Name: Christian Gary
Title: Director of Treasury and
Finance
