OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
RED ROOF INNS, INC.
AT
$22.75 NET PER SHARE
BY
RRI ACQUISITION CORP.
AN INDIRECT, WHOLLY OWNED SUBSIDIARY OF
ACCOR S.A.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, AUGUST 12, 1999, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (i) THERE BEING VALIDLY
TENDERED AND NOT PROPERLY WITHDRAWN, PRIOR TO THE EXPIRATION OF THE OFFER,
AT LEAST 18,400,000 SHARES OF COMPANY COMMON STOCK (AS DEFINED BELOW) OF RED
ROOF INNS, INC. (THE "COMPANY"), WHICH AT JULY 10, 1999 REPRESENTED
APPROXIMATELY 68.3% OF THE TOTAL NUMBER OF SHARES OF OUTSTANDING COMPANY
COMMON STOCK, AND
(ii) THE SATISFACTION OF CERTAIN OTHER TERMS AND CONDITIONS CONTAINED IN THIS
OFFER TO PURCHASE. SEE INTRODUCTION AND SECTION 1 -- "TERMS OF THE OFFER;
EXPIRATION DATE" AND SECTION 13 -- "CERTAIN CONDITIONS OF THE OFFER" OF THIS
OFFER TO PURCHASE.
THE OFFER IS BEING MADE IN CONNECTION WITH THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF JULY 10, 1999, BY AND AMONG ACCOR S.A., RRI ACQUISITION
CORP. AND THE COMPANY. THE BOARD OF DIRECTORS OF THE COMPANY 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 OF DIRECTORS OF THE
COMPANY UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND
TENDER THEIR SHARES IN THE OFFER.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT
INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
IMPORTANT
Any stockholder desiring to tender all or any portion of such stockholder's shares of common stock, par value
$0.01 per share (the "Shares" or "Company Common Stock"), of the Company should either (1) complete and
sign the Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the Letter