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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
(FINAL AMENDMENT)
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 $0.01 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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SCHEDULE 14D-1
CUSIP NO. 757005103 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
RRI Acquisition Corp.
52-2181300
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/X/
(b)/ /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,776,479 shares of Common Stock
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
/ /
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Over 99%
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10 TYPE OF REPORTING PERSON
CO
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SCHEDULE 14D-1
CUSIP NO. 757005103 PAGE 3 OF 5 PAGES
- ------------------- -----------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
Accor S.A.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/X/
(b)/ /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,776,479 shares of Common Stock
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Over 99%
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10 TYPE OF REPORTING PERSON
CO
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This Amendment No. 2 (Final Amendment) to the Tender Offer Statement on
Schedule 14D-1 (as heretofore amended and as further amended by this Amendment
No. 2, 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 (as heretofore amended,
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. Capitalized terms used but not otherwise defined herein
have the meaning ascribed to such terms in the Statement.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
Item 5 is hereby amended and supplemented to add the following
information:
The Offer expired at 12:00 midnight, New York City time, on Thursday,
August 12, 1999. On Friday, August 13, 1999, Purchaser accepted for payment and
paid for all the Shares validly tendered in the Offer and not withdrawn, which
represented over 99% of the Shares represented by the Company to be outstanding
as of July 10, 1999. Parent intends to complete the Merger as promptly as
practicable pursuant to the "short form" merger provisions of Section 253 of
Delaware Law. In the Merger, each then outstanding Share (other than those owned
by the Purchaser or an affiliate thereof by their purchase in the Offer or
otherwise) will be converted into the right to receive $22.75 net to the holder
in cash (subject to applicable withholding of taxes), without interest thereon.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented as follows:
(a)-(b) The Offer expired at 12:00 midnight, New York City time, on
Thursday, August 12, 1999. Purchaser has been informed by the Depositary that
26,776,479 Shares, which represented over 99% of the Shares represented by the
Company to be outstanding as of July 10, 1999, were tendered in the Offer and
not withdrawn, of which 33,409 Shares were tendered pursuant to notices of
guaranteed delivery. On Friday, August 13, 1999, Purchaser accepted for payment
and paid for all such Shares validly tendered in the Offer and not withdrawn.
A copy of the press release issued by Parent on August 13, 1999 announcing the
expiration of the Offer, the acceptance for payment of the Shares validly
tendered pursuant thereto and the intention of Parent to effect the Merger as
promptly as practicable is attached hereto as Exhibit (a)(10), and the
complete text thereof is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented as follows:
(a)(10) Press release issued on August 13, 1999
(a)(11) Letter to participants in Red Roof Inns, Inc. Employee Stock
Purchase Plan
4
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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/ Benjamin Cohen
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Name: Benjamin Cohen
Title: Member of the Management Board and
Chief Financial Officer
RRI ACQUISITION CORP.
By: /s/ Armand E. Sebban
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Name: Armand E. Sebban
Title: Executive Vice President for Finance and
August 13, 1999 Chief Financial Officer
5
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EXHIBIT INDEX
Exhibit No.
(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*
(a)(10) Press release issued on August 13, 1999**
(a)(11) Letter to participants in Red Roof Inns, Inc. Employee Stock Purchase
Plan**
(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
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* Previously filed
** Filed with this Amendment No. 2
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PRESS RELEASE
ACCOR S.A. ANNOUNCES ACQUISITION OF OVER 99% OF SHARES
OF RED ROOF INNS, INC. AND COMPLETION OF TENDER OFFER
New York, New York -- (BUSINESS WIRE) -- Aug. 13, 1999. Accor S.A.
announced today that its indirect, wholly owned subsidiary, RRI Acquisition
Corp., had accepted for purchase and payment an aggregate of 26,776,479 shares
of the common stock (representing over 99% of the issued and outstanding shares)
of Red Roof Inns, Inc. (NYSE: RRI) pursuant to its tender offer for all of the
outstanding shares of Red Roof's common stock at $22.75 per share, net to the
seller in cash (subject to applicable withholding of taxes). The tender offer
expired at 12:00 midnight, New York City time, on Thursday, August 12, 1999.
As previously announced, RRI Acquisition Corp., Accor, and Red Roof are
parties to a merger agreement. Accor expects to merge RRI Acquisition Corp. into
Red Roof promptly. As a result of the merger, the shares of Red Roof that were
not tendered during the tender offer (178,033 shares or less than 1%) will be
converted into the right to receive $22.75 per share in cash without interest
(subject to applicable withholding of taxes), and Red Roof will become an
indirect, wholly owned subsidiary of Accor.
Accor, a worldwide leader in travel, tourism and business services, is
active in 140 countries with 130,000 associates, through its four major
complementary activities: hotels (3,084 hotels, 340,782 rooms after the addition
of Red Roof); travel agencies through Carlson Wagonlit Travel; car rental with
Europcar and corporate services with Accor Corporate Services.
Information about Accor is also available on the Internet at
www.accor.com.
CONTACT:
Jacques Charbit, 33-1-45-38-87-53 Marie-Claire Camus, 33-1-45-38-84-85
Susanne Cottraux, 972-702-3900
<PAGE> 1
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Red Roof Inns, Inc.
at
$22.75 Net Per Share
by
RRI Acquisition Corp.
an indirect, wholly owned subsidiary
of
Accor S.A.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, AUGUST 12, 1999, UNLESS THE OFFER IS EXTENDED.
July 26, 1999
To Participants in the Red Roof Inns, Inc. Employee Stock Purchase Plan:
You were previously furnished with an Offer to Purchase, dated July 16,
1999 (the "Offer to Purchase"), and a related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with 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 outstanding shares
of Common Stock, par value $0.01 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 the Offer. The Offer is made in
connection with the Agreement and Plan of Merger, dated as of July 10, 1999 (the
"Merger Agreement"), among Parent, Purchaser and the Company.
Bank One Trust Company NA ("Bank One") is the holder of record of Shares
held for your account as a participant in the Company's Employee Stock Purchase
Plan (the "Plan"). A tender of such Shares into the Offer can be made only by
Bank One as the holder of record, in accordance with the terms of the Plan and
to the extent consistent with applicable law. The Letter of Transmittal
furnished to you previously was for your information only and cannot be used by
you to tender Shares held in your Plan account.
Accordingly, we request information as to whether you wish Bank One to
tender the Shares held in your Plan account, upon the terms and subject to the
conditions set forth in the Offer. The complete terms and conditions of the
Offer are set forth in the Offer to Purchase and participants are urged to
review the Offer to Purchase in its entirety before completing the instruction
form contained in this letter.
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If you wish to have Bank One tender any or all of the Shares held in your
Plan account, please so instruct Bank One by completing, executing and returning
to us the instruction form contained in this letter. The instruction to Bank One
should be returned to us using the enclosed envelope. If you authorize tender of
your Shares, all such Shares will be tendered unless otherwise indicated in such
instruction form. Please forward your instructions to us so that they are
received by us no later than 5:00 p.m., New York City time, Monday, August 9,
1999, to allow ample time for your Shares to be tendered on your behalf by Bank
One prior to the expiration of the Offer. NOTE: SHARES IN PLAN ACCOUNTS AS TO
WHICH WE HAVE NOT RECEIVED INSTRUCTIONS FROM PARTICIPANTS AND SHARES WHICH ARE
NOT ALLOCATED TO PARTICIPANTS' ACCOUNTS WILL BE TENDERED OR WILL NOT BE TENDERED
IN THE OFFER IN ACCORDANCE WITH THE TERMS OF THE PLAN, TO THE EXTENT CONSISTENT
WITH APPLICABLE LAWS.
If you have any questions about the Offer or need help in completing the
instruction form, please contact the Information Agent for the Offer, D.F. King
& Co., Inc., at (800) 848-3051.
Very truly yours,
Red Roof Inns, Inc.
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INSTRUCTIONS WITH RESPECT TO
THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
RED ROOF INNS, INC.
The undersigned acknowledges receipt of the Offer to Purchase, dated July
16, 1999 (the "Offer to Purchase"), and the related Letter of Transmittal (such
documents, together with any amendments or supplements thereto, collectively
constitute the "Offer"), in connection with the offer by RRI Acquisition Corp.,
a corporation organized and existing under the laws of the State of Delaware and
an indirect, wholly owned subsidiary of Accor S.A., a corporation organized and
existing under the laws of France, to purchase all of the outstanding shares of
Common Stock, par value $0.01 per share (the "Shares"), of Red Roof Inns, Inc.,
a Delaware corporation (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 the Offer to
Purchase. The undersigned understand(s) that the Offer applies to Shares
allocated to the account of the undersigned in the Company's Employee Stock
Purchase Plan (the "Plan").
This will instruct Bank One Trust Company NA ("Bank One") to tender to
Purchaser all Shares which are held by Bank One for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer. If you have any questions about the Offer or need help in completing this
instruction form, please contact the Information Agent for the Offer, D.F. King
& Co., Inc., at (800) 848-3051.
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Dated: , 1999
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Signature(s)
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Print Name(s)
Address(es):
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Area Code and Telephone Number
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Tax Identification Number or Social Security Number
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