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EXHIBIT 4
[RED ROOF INNS LOGO]
July 16, 1999
To the Stockholders of
Red Roof Inns, Inc.
We are pleased to inform you that on July 10, 1999, Red Roof Inns, Inc.
(the "Company") entered into an Agreement and Plan of Merger (the"Merger
Agreement") with Accor S.A. ("Parent") and RRI Acquisition Corp., its indirect
wholly owned subsidiary ("Purchaser"), pursuant to which Purchaser has today
commenced a tender offer (the "Offer") to purchase all of the outstanding shares
of common stock, par value $.01 per share (the "Shares"), of the Company for
$22.75 per Share in cash. Under the terms of the Merger Agreement, following the
Offer, Purchaser will be merged with and into the Company (the "Merger" and,
together with the Offer, the "Transaction") and all Shares not purchased in the
Offer (other than Shares held by Parent, Purchaser or the Company, or Shares
held by dissenting stockholders) will be converted into the right to receive
$22.75 per Share in cash.
Your Board of Directors has unanimously approved the Merger Agreement, the
Offer and the Merger and has determined that the Offer and the Merger are fair
to and in the best interests of the Company's stockholders. The Board
unanimously recommends that the Company's stockholders accept the Offer and
tender their Shares in the Offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission. The Board
has received separate written opinions, each dated July 10, 1999, from Xxxxxx
Xxxxxxx & Co. Incorporated and CIBC World Markets Corp. to the effect that, as
of the date of such opinions and based upon and subject to the matters stated
therein, the $22.75 per Share cash consideration to be received in the
Transaction by the holders of Shares (other than Parent and its affiliates) was
fair, from a financial point of view, to such holders.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated July 16, 1999, of Purchaser, together
with related materials, including a Letter of Transmittal to be used for
tendering your Shares. These documents set forth the terms and conditions of the
Offer and the Merger and provide instructions as to how to tender your Shares.
We urge you to read the enclosed materials carefully.
Sincerely,
[XXXXXXX X. XXXX SIGNATURE]
Xxxxxxx X. Xxxx
Chairman of the Board,
President and Chief Executive Officer
Red Roof Inns, Inc. -- 0000 Xxxxxxxx Xxxx -- Xxxxxxxx, Xxxx 00000-2491 --
(000) 000-0000
