0000895421-14-000226.txt : 20140212 0000895421-14-000226.hdr.sgml : 20140212 20140212084433 ACCESSION NUMBER: 0000895421-14-000226 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140212 DATE AS OF CHANGE: 20140212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Home Inns & Hotels Management Inc. CENTRAL INDEX KEY: 0001376972 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82520 FILM NUMBER: 14596791 BUSINESS ADDRESS: STREET 1: LANE NO. 421 CHANG PING ROAD STREET 2: JING AN DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 200041 BUSINESS PHONE: (8621) 3218-9988 MAIL ADDRESS: STREET 1: LANE NO. 421 CHANG PING ROAD STREET 2: JING AN DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 200041 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4000 MAIL ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO DATE OF NAME CHANGE: 19980326 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 SC 13G/A 1 homeinns.htm MS REAL ESTATE EXIT homeinns.htm

 
 
 


 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
 (Amendment No. 3)*
 

 
HOME INNS & HOTELS MANAGEMENT INC.
(Name of Issuer)
 

Ordinary Shares, Par Value US$0.005 Per Share
(Title of Class of Securities)
 

G6647N108
(CUSIP Number)
 

December 31, 2013
(Date of Event Which Requires Filing of this Statement)
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
Rule 13d-1(b)
 
Rule 13d-1(c)
 
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 
CUSIP No. G6647N108


1
Name Of Reporting Person
Morgan Stanley
 
2
Check the Appropriate Box if a Member of a Group                                                                                     (a)
(b)
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5
Sole Voting Power
0
6
Shared Voting Power
4,019,503
7
Sole Dispositive Power
0
8
Shared Dispositive Power
4,019,503
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,019,503
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11
Percent of Class Represented by Amount in Row 9
4.3%
12
Type of Reporting Person
HC, CO


 
 
 
CUSIP No. G6647N108


1
Name Of Reporting Person
MSRESS III, Inc.
2
Check the Appropriate Box if a Member of a Group                                                                                     (a)
(b)
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5
Sole Voting Power
0
6
Shared Voting Power
3,738,806
7
Sole Dispositive Power
0
8
Shared Dispositive Power
3,738,806
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,738,806
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11
Percent of Class Represented by Amount in Row 9
4.0%
12
Type of Reporting Person
HC, CO


 
 
 
CUSIP No. G6647N108


1
Name Of Reporting Person
MSRESS III Manager, L.L.C.
2
Check the Appropriate Box if a Member of a Group                                                                                     (a)
(b)
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5
Sole Voting Power
0
6
Shared Voting Power
3,738,806
7
Sole Dispositive Power
0
8
Shared Dispositive Power
3,738,806
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,738,806
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11
Percent of Class Represented by Amount in Row 9
4.0%
12
Type of Reporting Person
HC, IA


 
 
 
CUSIP No. G6647N108


1
Name Of Reporting Person
Morgan Stanley Real Estate Special Situations III–GP, L.L.C.
2
Check the Appropriate Box if a Member of a Group                                                                                     (a)
(b)
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5
Sole Voting Power
0
6
Shared Voting Power
3,738,806
7
Sole Dispositive Power
0
8
Shared Dispositive Power
3,738,806
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,738,806
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11
Percent of Class Represented by Amount in Row 9
4.0%
12
Type of Reporting Person
HC


 
 
 
CUSIP No. G6647N108

 

 
1
Name Of Reporting Person
Morgan Stanley Real Estate Special Situations Fund III, L.P.
2
Check the Appropriate Box if a Member of a Group                                                                                     (a)
(b)
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5
Sole Voting Power
0
6
Shared Voting Power
3,734,954
7
Sole Dispositive Power
0
8
Shared Dispositive Power
3,734,954
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,734,954
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11
Percent of Class Represented by Amount in Row 9
4.0%
12
Type of Reporting Person
PN
 

 

 
 
 
CUSIP No. G6647N108

 

 
1
Name Of Reporting Person
MSRESS III Monroe Holdings Limited
2
Check the Appropriate Box if a Member of a Group                                                                                     (a)
(b)
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5
Sole Voting Power
0
6
Shared Voting Power
3,734,954
7
Sole Dispositive Power
0
8
Shared Dispositive Power
3,734,954
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,734,954
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11
Percent of Class Represented by Amount in Row 9
4.0%
12
Type of Reporting Person
CO

 
 
 


Item 1(a).                      Name of Issuer:

HOME INNS & HOTELS MANAGEMENT INC.

Item 1(b).
Address of Issuer’s Principal Executive Offices:

 
No. 124 Cao Bao Road,
 
Xu Hui District,
 
Shanghai 200235,
 
The People’s Republic of China

Item 2(a).
Name of Person Filing:
 

 
 
This Schedule 13G is being filed on behalf of each of the following persons (each a "Reporting Person"):
 
 
(i) Morgan Stanley
 
 
(ii) MSRESS III, Inc.
 
 
(iii) MSRESS III Manager, L.L.C.
 
 
(iv) Morgan Stanley Real Estate Special Situations III–GP, L.L.C.
 
 
(v) Morgan Stanley Real Estate Special Situations Fund III, L.P.
 
 
(vi) MSRESS III Monroe Holdings Limited
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
 
(i) Morgan Stanley: 1585 Broadway, New York, NY 10036
 
 
(ii) MSRESS III, Inc.: 1585 Broadway, 37th Floor, New York, NY 10036
 
 
(iii) MSRESS III Manager, L.L.C.: 1585 Broadway, 37th Floor, New York, NY 10036
 
 
(iv) Morgan Stanley Real Estate Special Situations III–GP, L.L.C.: 1585 Broadway, 37th Floor, New York, NY 10036
 
 
(v) Morgan Stanley Real Estate Special Situations Fund III, L.P.: 1585 Broadway, 37th Floor, New York, NY 10036
 
 
(vi) MSRESS III Monroe Holdings Limited: 1585 Broadway, 37th Floor, New York, NY 10036
 
Item 2(c)
Citizenship:
 

 
 
(i) Morgan Stanley: Delaware
 
 
(ii) MSRESS III, Inc.: Delaware
 
 
(iii) MSRESS III Manager, L.L.C.: Delaware
 
 
(iv) Morgan Stanley Real Estate Special Situations III–GP, L.L.C.: Delaware
 
 
(v) Morgan Stanley Real Estate Special Situations Fund III, L.P.: Delaware
 
 
(vi) MSRESS III Monroe Holdings Limited: Cayman Islands
 
Item 2(d).
Title of Class of Securities:
 
 
Ordinary shares, par value $0.005 per share
 
Item 2(e).                      CUSIP Number:

G6647N108

Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:
 
 
Not applicable
 
Item 4.
Ownership:1

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
Ownership information with respect to Morgan Stanley:

 
(a) Amount beneficially owned: 4,019,503
 
(b) Percent of class: 4.3%
 
(c) Number of shares as to which the person has:
 
(i) Sole power to vote or to direct the vote: 0
 
 
(ii) Shared power to vote or to direct the vote: 4,019,503
 
 
(iii) Sole power to dispose or to direct the disposition of: 0
 
 
(iv) Shared power to dispose or to direct the disposition of: 4,019,503
 
 
Ownership information with respect to MSRESS III, Inc., MSRESS III Manager, L.L.C., and Morgan Stanley Real Estate Special Situations III–GP, L.L.C.:
 
 
(a) Amount beneficially owned: 3,738,806
 
(b) Percent of class: 4.0%
 
(c) Number of shares as to which the person has:
 
(i) Sole power to vote or to direct the vote: 0
 
 
(ii) Shared power to vote or to direct the vote: 3,738,806
 
 
(iii) Sole power to dispose or to direct the disposition of: 0
 
 
(iv) Shared power to dispose or to direct the disposition of: 3,738,806
 
 
Ownership information with respect to Morgan Stanley Real Estate Special Situations Fund III, L.P and MSRESS III Monroe Holdings Limited:
 
 
(a) Amount beneficially owned: 3,734,954
 
(b) Percent of class: 4.0%
 
(c) Number of shares as to which the person has:
 
(i) Sole power to vote or to direct the vote: 0
 
 
(ii) Shared power to vote or to direct the vote: 3,734,954
 
 
(iii) Sole power to dispose or to direct the disposition of: 0
 
 
(iv) Shared power to dispose or to direct the disposition of: 3,734,954
 

 
 Item 5.
Ownership of Five Percent or Less of a Class:
 

 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following:
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 

 
 
Not applicable
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Controlling Person:
 

 
 
Not applicable
 
Item 8.
Identification and Classification of Members of the Group:
 

 
 
Not applicable
 
Item 9.
Notice of Dissolution of Group:
 

 
 
Not applicable
 
Item 10.
Certifications:
 

 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240,14a-11.
 

 
1 In accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS").  This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

 
 
 

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                 February 10, 2014
 
 
Morgan Stanley
 
 
By: /s/ Christina Huffman
 
 
Name: Christina Huffman
 
 
Title: Authorized Signatory
 
 
MSRESS III, Inc.
 
 
By: /s/ Christian Malone
 
 
Name: Christian Malone
 
 
Title: Vice President
 
 
MSRESS III Manager, L.L.C.
 
 
By: MSRESS III, Inc., its Managing Member
 
 
By: /s/ Christian Malone
 
 
Name: Christian Malone
 
 
Title: Vice President
 
 
Morgan Stanley Real Estate Special Situations III–GP, L.L.C.
 
 
By: /s/ Christian Malone
 
 
Name: Christian Malone
 
 
Title: Vice President
 
 
 
Morgan Stanley Real Estate Special Situations Fund III, L.P.
 
 
 
By: Morgan Stanley Real Estate Special Situations III-GP, L.L.C., its General Partner
 
 
By: /s/ Christian Malone
 
 
Name: Christian Malone
 
 
Title: Vice President
 
 
MSRESS III Monroe Holdings Limited
 
 
By: /s/ Jonathan Harper
 
 
Name: Jonathan Harper
 
 
Title: Director
 
 

 

 
 
 

Exhibit 1
 
Joint Filing Agreement
 
 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons agrees to the joint filing of a Statement of Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.005 per share, of Home Inns & Hotels Management Inc., and further agrees that this joint filing agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
 
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
 

 
Dated February 10, 2014
 
 
Morgan Stanley
 
 
By: /s/ Christina Huffman
 
 
Name: Christina Huffman
 
 
Title: Authorized Signatory
 
 
MSRESS III, Inc.
 
 
By: /s/ Christian Malone
 
 
Name: Christian Malone
 
 
Title: Vice President
 
 
MSRESS III Manager, L.L.C.
 
 
By: MSRESS III, Inc., its Managing Member
 
 
By: /s/ Christian Malone
 
 
Name: Christian Malone
 
 
Title: Vice President
 

 
 
 

 

 
 
Morgan Stanley Real Estate Special Situations III–GP, L.L.C.
 
 
By: /s/ Christian Malone
 
 
Name: Christian Malone
 
 
Title: Vice President
 
 
Morgan Stanley Real Estate Special Situations Fund III, L.P.
 
 
By: Morgan Stanley Real Estate Special Situations III-GP, L.L.C., its General Partner
 
 
By: /s/ Christian Malone
 
 
Name: Christian Malone
 
 
Title: Vice President
 
 
MSRESS III Monroe Holdings Limited
 
 
By: /s/ Jonathan Harper
 
 
Name: Jonathan Harper
 
 
Title: Director
 
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)