-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A4MwuaYQQ2+LvNYcERcIebASvvIv7oi7R/MFZbYun8lFIytnIGmT2ITpUpM6lLyf lvqUYpIiVggGojo2EgPkmw== 0000950103-97-000107.txt : 19970222 0000950103-97-000107.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950103-97-000107 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970214 SROS: NASD GROUP MEMBERS: MORGAN STANLEY GROUP INC /DE/ GROUP MEMBERS: MORGAN STANLEY GROUP INC. GROUP MEMBERS: MORGAN STANLEY REAL ESTATE CO-INVESTMENT PARTNERSHIP, L.P. GROUP MEMBERS: MORGAN STANLEY REAL ESTATE FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RED ROOF INNS INC CENTRAL INDEX KEY: 0000920941 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 311393666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50187 FILM NUMBER: 97535574 BUSINESS ADDRESS: STREET 1: 4355 DAVIDSON RD CITY: HILLIARD STATE: OH ZIP: 43026-2491 BUSINESS PHONE: 6148763200 MAIL ADDRESS: STREET 1: 4355 DAVIDSON RD CITY: HILLIARD STATE: OH ZIP: 43026 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY GROUP INC /DE/ CENTRAL INDEX KEY: 0000789625 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132838811 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127034000 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 RED ROOF INNS, INC. ------------------------ (Name of Issuer) Common Stock, par value $.01 ---------------------------------- (Title of Class of Securities) 757005103 -------------- (CUSIP Number) _______ _________ * 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.757005103 | 13G | Page 2 of 9 Pages | |____________________________| |______________________________| ___________________________________________________________________________ | 1 | NAME OF REPORTING PERSONS | | | S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS | | | Morgan Stanley Group Inc. | | | 13-2838811 | |____|____________________________________________________________________| | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | | | _ | | | (a) |_| | | | _ | | | (b) |_| | | | | |____|____________________________________________________________________| | 3 | SEC USE ONLY | | | | |____|____________________________________________________________________| | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | Delaware | |____|____________________________________________________________________| | | 5 | SOLE VOTING POWER | | | | 18,400,000 | | NUMBER OF |____|_______________________________________________| | SHARES | 6 | SHARED VOTING POWER | | BENEFICIALLY | | 0 | | OWNED BY |____|_______________________________________________| | EACH | 7 | SOLE DISPOSITIVE POWER | | REPORTING | | 18,400,000 | | PERSON |____|_______________________________________________| | WITH | 8 | SHARED DISPOSITIVE POWER | | | | 0 | |____________________|____|_______________________________________________| | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | 18,400,000 | |____|____________________________________________________________________| | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES _ | | | CERTAIN SHARES* |_| | |____|____________________________________________________________________| | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | 65.9% | |____|____________________________________________________________________| | 12 | TYPE OF REPORTING PERSON* | | | CO | |____|____________________________________________________________________| *SEE INSTRUCTIONS BEFORE FILLING OUT! ______________________________ ________________________________ | | | | |CUSIP No.757005103 | 13G | Page 3 of 9 Pages | |____________________________| |______________________________| ___________________________________________________________________________ | 1 | NAME OF REPORTING PERSONS | | | S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS | | | The Morgan Stanley Real Estate Fund, L.P. | | | | |____|____________________________________________________________________| | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | | | _ | | | (a) |X| | | | _ | | | (b) |_| | | | | |____|____________________________________________________________________| | 3 | SEC USE ONLY | | | | |____|____________________________________________________________________| | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | Delaware | |____|____________________________________________________________________| | | 5 | SOLE VOTING POWER | | | | 0 | | NUMBER OF |____|_______________________________________________| | SHARES | 6 | SHARED VOTING POWER | | BENEFICIALLY | | 12,872,640 | | OWNED BY |____|_______________________________________________| | EACH | 7 | SOLE DISPOSITIVE POWER | | REPORTING | | 0 | | PERSON |____|_______________________________________________| | WITH | 8 | SHARED DISPOSITIVE POWER | | | | 12,872,640 | |____________________|____|_______________________________________________| | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | 12,872,640 | |____|____________________________________________________________________| | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES _ | | | CERTAIN SHARES* |_| | |____|____________________________________________________________________| | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | 46.1% | |____|____________________________________________________________________| | 12 | TYPE OF REPORTING PERSON* | | | PN | |____|____________________________________________________________________| *SEE INSTRUCTIONS BEFORE FILLING OUT! ______________________________ ________________________________ | | | | |CUSIP No.757005103 | 13G | Page 4 of 9 Pages | |____________________________| |______________________________| ___________________________________________________________________________ | 1 | NAME OF REPORTING PERSONS | | | S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS | | | Morgan Stanley Real Estate Co-Investment Partnership II, L.P. | | | | |____|____________________________________________________________________| | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | | | _ | | | (a) |X| | | | _ | | | (b) |_| | | | | |____|____________________________________________________________________| | 3 | SEC USE ONLY | | | | |____|____________________________________________________________________| | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | Delaware | |____|____________________________________________________________________| | | 5 | SOLE VOTING POWER | | | | 0 | | NUMBER OF |____|_______________________________________________| | SHARES | 6 | SHARED VOTING POWER | | BENEFICIALLY | | 4,625,760 | | OWNED BY |____|_______________________________________________| | EACH | 7 | SOLE DISPOSITIVE POWER | | REPORTING | | 0 | | PERSON |____|_______________________________________________| | WITH | 8 | SHARED DISPOSITIVE POWER | | | | 4,625,760 | |____________________|____|_______________________________________________| | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | 4,625,760 | |____|____________________________________________________________________| | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES _ | | | CERTAIN SHARES* |_| | |____|____________________________________________________________________| | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | 16.6% | |____|____________________________________________________________________| | 12 | TYPE OF REPORTING PERSON* | | | PN | |____|____________________________________________________________________| *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer. Red Roof Inns, Inc. Item 1(b). Address of Issuer's Principal Executive Offices. 4355 Davidson Road Hilliard, Ohio 43026 Item 2(a). Name of Person Filing. Morgan Stanley Group Inc. ("Morgan Stanley") The Morgan Stanley Real Estate Fund, L.P. (the "Real Estate Fund") Morgan Stanley Real Estate Co-Investment Partnership II, L.P. (the "Co-Investment Fund" and, together with the Real Estate Fund, "the Funds") Item 2(b). Address of Principal Business Office or, if None, Residence. The address of the principal business office of each of the Real Estate Fund, the Co-Investment Fund and Morgan Stanley is 1585 Broadway, New York, New York 10036. Item 2(c). Citizenship. The citizenship of each of the Real Estate Fund, the Co-Investment Fund and Morgan Stanley is Delaware. Item 2(d). Title of Class of Securities. Common Stock, par value $.01 Item 2(e). CUSIP Number. 757005103 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d- 2(b), check whether the person filing is a: N/A (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act, (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F), (g) [ ] Parent Holding Company, in accordance with Section 240.13d-1(b)(1)(ii)(G) (Note: See Item 7), (h) [ ] Group, in accordance with Section 240.13d- 1(b)(1)(ii)(H). Item 4. Ownership. (a), (b) and (c) Real Estate Fund: The Real Estate Fund is the record owner of 12,872,640 shares of Common Stock as of December 31, 1996. This represents 46.1% of the class on that date. As a result of the Shareholders Agreement described under Item 8, the Real Estate Fund may be deemed to have shared voting and dispositive power with respect to such shares. Co-Investment Fund: The Co-Investment Fund is the record owner of 4,625,760 shares of Common Stock as of December 31, 1996. This represents 16.6% of the class on that date. As a result of the Shareholders Agreement described under Item 8, the Co-Investment Fund may be deemed to have shared voting and dispositive power with respect to such shares. Morgan Stanley has voting control of the affairs of the general partners of the Funds. As a result, Morgan Stanley may be deemed to own beneficially shares of Common Stock owned of record by the Funds. In addition, Morgan Stanley may be deemed to own beneficially 901,600 shares of Common Stock held as of December 31, 1996 by Morgan Stanley Real Estate Investment Management, Inc. ("MSREIMI"), a wholly-owned subsidiary of Morgan Stanley, as investment manager with voting and dispositive power with respect to such shares. In total, Morgan Stanley may be deemed to own beneficially 18,400,000 shares of Common Stock as of December 31, 1996. This represents 65.9% of the class on that date. Morgan Stanley, through its voting control of the affairs of the general partners of the Funds and MSREIMI, may be deemed to have sole voting and dispositive power with respect to such shares. Percentages of the class are based on the 27,911,875 shares of Common Stock reported to be outstanding in the Quarterly Report on Form 10-Q filed for the quarter ended September 28, 1996 by Issuer. The filing of this statement should not be construed as an admission by any person that such person is, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement, except as described above. 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 five percent of the class of securities, check the following [ ]. 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. See item 4. Item 8. Identification and Classification of Members of the Group. The Issuer, The Real Estate Fund, the Co-Investment Fund and MSREIMI are parties to a shareholders agreement dated as of April 6, 1994, as amended by an amendment no. 1 to shareholders agreement dated as of January 26, 1996 (as amended, the "Shareholders Agreement"). The Shareholders Agreement imposes certain restrictions on voting and disposition of shares Common Stock by the Funds and MSREIMI. Item 9. Notice of Dissolution of Group. N/A Item 10. Certification. N/A SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 14, 1997 Morgan Stanley Real Estate Fund, L.P. By: MSREF I, L.L.C., General Partner By: Morgan Stanley Real Estate Fund, Inc., as MS Member By: /s/ Harold W. Lueken ----------------------------- Name: Harold W. Lueken Title: Secretary Morgan Stanley Real Estate Co-Investment Partnership, L.P. By: MSREF I-CO, L.L.C., General Partner By: Morgan Stanley Real Estate Investment Management II, Inc., as MS Member By: /s/ Harold W. Lueken ----------------------------- Name: Harold W. Lueken Title: Secretary Morgan Stanley Group Inc. By: /s/ Edward J. Johnsen ----------------------------- Name: Edward J. Johnsen Title: Vice President/Morgan Stanley & Co. Incorporated Attention: Intentional misstatements or omissions of fact constitute Federal Criminal violations (See 18 U.S.C. 10001) Exhibit Index Exhibit 1 - Secretary's Certificate EX-1 2 EXHIBIT 1 Secretary's Certificate Authorizing Edward J. Johnsen to Sign on behalf of Morgan Stanley Group Inc. SECRETARY'S CERTIFICATE I, Charlene R. Herzer, a duly elected and acting Assistant Secretary of Morgan Stanley Group Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), certify that the following resolutions were duly and validly adopted by a Consent in Lieu of a Meeting of the Executive Committee of the Board of Directors of the Corporation dated as of October 19, 1995 and that such resolutions are in full force and effect on the date hereof. RESOLVED, that the resolutions adopted on September 8, 1993 and April 17, 1995 relating to signatories to certain reports to be filed with the Securities and Exchange Commission (the "SEC") are superseded in their entirety by these resolutions and Stuart J.M. Breslow, Robert G. Koppenol and Edward J. Johnsen are severally authorized and directed to sign on behalf of the Corporation any reports to be filed under Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, with the Securities and Exchange Commission, such authorizations to cease automatically upon termination of employment with any affiliate of the Corporation; and RESOLVED FURTHER, that all actions heretofore taken by Stuart J.M. Breslow, Robert G. Koppenol and Edward J. Johnsen that are within the authority conferred by the foregoing resolution are approved, ratified and confirmed in all respects. RESOLVED, that any and all actions to be taken, caused to be taken or heretofore taken by any officer of the Corporation in executing any and all documents, agreements and instruments and in taking any and all steps (including the payment of all expenses) deemed by such officer as necessary or desirable to carry out the intents and purposes of the foregoing resolutions are authorized, ratified and confirmed. IN WITNESS WHEREOF, I have hereunto set my name and affixed the seal of the Corporation as of the 20th day of October, 1995. /s/ Charlene R. Herzer ---------------------- Charlene R. Herzer Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----