sc13ga.htm

0001341004-12-000161.txt : 20120203 0001341004-12-000161.hdr.sgml : 20120203 20120202212424 ACCESSION NUMBER: 0001341004-12-000161 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120203 DATE AS OF CHANGE: 20120202 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: 12567708 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 sc13ga.htm sc13ga.htm

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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, 2011

(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)

	[ X ]	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 the disclosures provided in a prior cover page.

The information required in 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Page 1 of 14 pages

CUSIP No. G6647N108

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Morgan Stanley
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]
(b) [ ]
3. SEC Use Only

4. Citizenship or Place of Organization

Delaware
	5. Sole Voting Power

	0
	6. Shared Voting Power
Number of Shares
Beneficially Owned by	6,435,254
Each Reporting	7. Sole Dispositive Power
Person With
	0
	8. Shared Dispositive Power

	6,435,254
9. Aggregate Amount Beneficially Owned by Each Reporting Person

6,435,254
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]
11. Percent of Class Represented by Amount in Row (9)

7.1%
12 Type of Reporting Person (See Instructions)

HC, CO

Page 2 of 14 pages

CUSIP No. G6647N108

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

MSRESS III, Inc.
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]
(b) [ ]
3. SEC Use Only

4. Citizenship or Place of Organization

Delaware
	5. Sole Voting Power

	0
	6. Shared Voting Power
Number of Shares
Beneficially Owned by	6,051,090
Each Reporting	7. Sole Dispositive Power
Person With
	0
	8. Shared Dispositive Power

	6,051,090
9. Aggregate Amount Beneficially Owned by Each Reporting Person

6,051,090
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]
11. Percent of Class Represented by Amount in Row (9)

6.7%
12 Type of Reporting Person (See Instructions)

HC, CO

Page 3 of 14 pages

CUSIP No. G6647N108

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

MSRESS III Manager, L.L.C.
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]
(b) [ ]
3. SEC Use Only

4. Citizenship or Place of Organization

Delaware
	5. Sole Voting Power

	0
	6. Shared Voting Power
Number of Shares
Beneficially Owned by	6,051,090
Each Reporting	7. Sole Dispositive Power
Person With
	0
	8. Shared Dispositive Power

	6,051,090
9. Aggregate Amount Beneficially Owned by Each Reporting Person

6,051,090
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]
11. Percent of Class Represented by Amount in Row (9)

6.7%
12 Type of Reporting Person (See Instructions)

HC, IA

Page 4 of 14 pages

CUSIP No. G6647N108

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Morgan Stanley Real Estate Special Situations III–GP, L.L.C.
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]
(b) [ ]
3. SEC Use Only

4. Citizenship or Place of Organization

Delaware
	5. Sole Voting Power

	0
	6. Shared Voting Power
Number of Shares
Beneficially Owned by	6,051,090
Each Reporting	7. Sole Dispositive Power
Person With
	0
	8. Shared Dispositive Power

	6,051,090
9. Aggregate Amount Beneficially Owned by Each Reporting Person

6,051,090
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]
11. Percent of Class Represented by Amount in Row (9)

6.7%
12 Type of Reporting Person (See Instructions)

HC

Page 5 of 14 pages

CUSIP No. G6647N108

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Morgan Stanley Real Estate Special Situations Fund III, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]
(b) [ ]
3. SEC Use Only

4. Citizenship or Place of Organization

Delaware
	5. Sole Voting Power

	0
	6. Shared Voting Power
Number of Shares
Beneficially Owned by	6,051,090
Each Reporting	7. Sole Dispositive Power
Person With
	0
	8. Shared Dispositive Power

	6,051,090
9. Aggregate Amount Beneficially Owned by Each Reporting Person

6,051,090
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]
11. Percent of Class Represented by Amount in Row (9)

6.7%
12 Type of Reporting Person (See Instructions)

PN

Page 6 of 14 pages

CUSIP No. G6647N108

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

MSRESS III Monroe GP, L.L.C.
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]
(b) [ ]
3. SEC Use Only

4. Citizenship or Place of Organization

Delaware
	5. Sole Voting Power

	0
	6. Shared Voting Power
Number of Shares
Beneficially Owned by	6,051,090
Each Reporting	7. Sole Dispositive Power
Person With
	0
	8. Shared Dispositive Power

	6,051,090
9. Aggregate Amount Beneficially Owned by Each Reporting Person

6,051,090
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]
11. Percent of Class Represented by Amount in Row (9)

6.7%
12 Type of Reporting Person (See Instructions)

OO

Page 7 of 14 pages

CUSIP No. G6647N108

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

MSRESS III Monroe Holdings Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]
(b) [ ]
3. SEC Use Only

4. Citizenship or Place of Organization

Cayman Islands
	5. Sole Voting Power

	0
	6. Shared Voting Power
Number of Shares
Beneficially Owned by	6,051,090
Each Reporting	7. Sole Dispositive Power
Person With
	0
	8. Shared Dispositive Power

	6,051,090
9. Aggregate Amount Beneficially Owned by Each Reporting Person

6,051,090
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]
11. Percent of Class Represented by Amount in Row (9)

6.7%
12 Type of Reporting Person (See Instructions)

CO

Page 8 of 14 pages

CUSIP No. G6647N108

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Monroe Co-Investment, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]
(b) [ ]
3. SEC Use Only

4. Citizenship or Place of Organization

Cayman Islands
	5. Sole Voting Power

	0
	6. Shared Voting Power
Number of Shares
Beneficially Owned by	6,051,090
Each Reporting	7. Sole Dispositive Power
Person With
	0
	8. Shared Dispositive Power

	6,051,090
9. Aggregate Amount Beneficially Owned by Each Reporting Person

6,051,090
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]
11. Percent of Class Represented by Amount in Row (9)

6.7%
12 Type of Reporting Person (See Instructions)

PN

Page 9 of 14 pages

CUSIP No. G6647N108

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

GSS III Monroe Holdings Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]
(b) [ ]
3. SEC Use Only

4. Citizenship or Place of Organization

Cayman Islands
	5. Sole Voting Power

	0
	6. Shared Voting Power
Number of Shares
Beneficially Owned by	6,051,090
Each Reporting	7. Sole Dispositive Power
Person With
	0
	8. Shared Dispositive Power

	6,051,090
9. Aggregate Amount Beneficially Owned by Each Reporting Person

6,051,090
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[ ]
11. Percent of Class Represented by Amount in Row (9)

6.7%
12 Type of Reporting Person (See Instructions)

CO

Page 10 of 14 pages

Item 1.

	(a)	Name of Issuer

		HOME INNS & HOTELS MANAGEMENT INC.

	(b)	Address of Issuer’s Principal Executive Offices

		No. 124 Cao Bao Road
		Xu Hui District
		Shanghai 200235
		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 GP, L.L.C.

		(vii)	MSRESS III Monroe Holdings Limited

		(viii)	Monroe Co-Investment, L.P.

		(ix)	GSS III Monroe Holdings Limited

	(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 GP, L.L.C.: 1585 Broadway, 37th Floor, New York, NY 10036

		(vii)	MSRESS III Monroe Holdings Limited: 1585 Broadway, 37th Floor, New York, NY 10036

		(viii)	Monroe Co-Investment, L.P.: 1585 Broadway, 37th Floor, New York, NY 10036

		(ix)	GSS III Monroe Holdings Limited: 1585 Broadway, 37th Floor, New York, NY 10036

	(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

Page 11 of 14 pages

		(vi)	MSRESS III Monroe GP, L.L.C.: Delaware

		(vii)	MSRESS III Monroe Holdings Limited: Cayman Islands

		(viii)	Monroe Co-Investment, L.P.: Cayman Islands

		(ix)	GSS III Monroe Holdings Limited: Cayman Islands

	(d)	Title of Class of Securities

		Ordinary Shares, par value US$0.005 per share

	(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 person filing is a:

	(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

	(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

	(e)	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

	(f)	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

	(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

	(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

	(j)	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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.

	(a)	Amount beneficially owned: 6,435,254

	(b)	Percent of class: 7.1%

	(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: 6,435,254

		(iii)	Sole power to dispose or to direct the disposition of: 0

		(iv)	Shared power to dispose or to direct the disposition of: 6,435,254

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

	N/A

_____________________

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.

Page 12 of 14 pages

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	N/A

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

	N/A

Item 8. Identification and Classification of Members of the Group

	N/A

Item 9. Notice of Dissolution of Group

	N/A

Item 10. Certification

	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.

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 2, 2012

	Morgan Stanley

	By:		/s/ Christina Huffman
	Name:		Christina Huffman
	Title:		Authorized Signatory


	MSRESS III, Inc.

	By:		/s/ J. Timothy Morris
	Name:		J. Timothy Morris
	Title:		President


	MSRESS III Manager, L.L.C.

	By:		MSRESS III, Inc., its Managing Member

	By:		/s/ J. Timothy Morris
	Name:		J. Timothy Morris
	Title:		President

Page 13 of 14 pages

	Morgan Stanley Real Estate Special Situations III–GP, L.L.C.

	By:		/s/ J. Timothy Morris
	Name:		J. Timothy Morris
	Title:		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/ J. Timothy Morris
	Name:		J. Timothy Morris
	Title:		President


	MSRESS III Monroe GP, L.L.C.

	By:		/s/ J. Timothy Morris
	Name:		J. Timothy Morris
	Title:		President


	MSRESS III Monroe Holdings Limited

	By:		/s/ J. Timothy Morris
	Name:		J. Timothy Morris
	Title:		President


	Monroe Co-Investment, L.P.

	By:		MSRESS III Monroe GP, L.L.C., its General Partner

	By:		/s/ J. Timothy Morris
	Name:		J. Timothy Morris
	Title:		President


	GSS III Monroe Holdings Limited

	By:		/s/ J. Timothy Morris
	Name:		J. Timothy Morris
	Title:		Director

Page 14 of 14 pages

EX-99 2 ex-1.htm EXHIBIT 1 - JOINT FILING AGREEMENT ex-1.htm

EXHIBIT 1

JOINT FILING AGREEMENT

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 this 2nd day of February, 2012.

	Morgan Stanley

	By:		/s/ Christina Huffman
	Name:		Christina Huffman
	Title:		Authorized Signatory


	MSRESS III, Inc.

	By:		/s/ J. Timothy Morris
	Name:		J. Timothy Morris
	Title:		President


	MSRESS III Manager, L.L.C.

	By:		MSRESS III, Inc., its Managing Member

	By:		/s/ J. Timothy Morris
	Name:		J. Timothy Morris
	Title:		President

	Morgan Stanley Real Estate Special Situations III–GP, L.L.C.

	By:		/s/ J. Timothy Morris
	Name:		J. Timothy Morris
	Title:		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/ J. Timothy Morris
	Name:		J. Timothy Morris
	Title:		President


	MSRESS III Monroe GP, L.L.C.

	By:		/s/ J. Timothy Morris
	Name:		J. Timothy Morris
	Title:		President


	MSRESS III Monroe Holdings Limited

	By:		/s/ J. Timothy Morris
	Name:		J. Timothy Morris
	Title:		President


	Monroe Co-Investment, L.P.

	By:		MSRESS III Monroe GP, L.L.C., its General Partner

	By:		/s/ J. Timothy Morris
	Name:		J. Timothy Morris
	Title:		President


	GSS III Monroe Holdings Limited

	By:		/s/ J. Timothy Morris
	Name:		J. Timothy Morris
	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)