SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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. 3 to the
Solicitation/Recommendation Statement on Schedule 14D-9, originally filed
on July 16, 1999 and as previously amended (as amended, 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 3. IDENTITY AND BACKGROUND
(a) Item 3(b) is hereby amended by replacing in its entirety the
paragraph under the caption "Arrangements with Executive
Officers, or Affiliates of the Company - Change in Control
Severance Plan" with the following:
"On July 10, 1999, the Board of Directors approved the terms of
the Red Roof Inns, Inc. Change in Control Severance Plan (the
"Severance Plan"). The terms of the Severance Plan are described
below and the Severance Plan is filed as Exhibit 18 to the
Schedule 14D-9 . Under the Severance Plan, severance benefits
will be provided to certain active employees whose employment is
terminated other than for cause (as defined in the Severance
Plan) or who elect to terminate their employment if the terms of
their employment after the closing are not equivalent to the
terms of their employment prior to the closing, in either case,
within two years following the closing. An employee who is a
party to either a severance agreement or an employment letter
agreement with severance provisions will receive pay and benefits
as determined by such agreement. To the extent that any payment
or benefit under the Severance Plan differs from those provided
in such agreement (on an item-by-item basis), the employee will
receive the greater of the payments and/or benefits under the
Severance Plan or the payments and/or benefits under such
agreement. Severance payments under the Severance Plan will be
based on years of service. Employees in salary grades 15 and
above will receive a minimum of 20 weeks of base pay, while
employees in salary grades 12, 13 and 14 will receive a minimum
of 16 weeks of base pay and employees in salary grades 11 and
below will receive a minimum of 8 weeks of base pay. In
addition, participants will receive a pro rata bonus, payment in
lieu of unused vacation days, welfare benefit coverage,
outplacement services or payment in lieu thereof, vesting of
401(k) and deferred compensation accounts, payment of certain
commissions and reimbursement of legal fees incurred in any
dispute arising under the Severance Plan. Generally, the
participant must sign a mutual release of claims prior to
receiving benefits under the Severance Plan."
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a) Item 9 is hereby amended by adding a new exhibit as follows:
Exhibit 18. Red Roof Inns, Inc. Change in Control Severance
Plan
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 RED ROOF INNS, INC.
By: /s/ David L. Rea
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Name: David L. Rea
Title: Executive Vice President, Chief
Financial Officer and Treasurer