SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
(Amended and Restated to Incorporate Original Statement
and Amendments Nos. 1 through 8)
AIRCOA Hotel Partners, L.P.
--------------------------
(Name of Issuer)
Class A Depositary Units
--------------------------
(Title of Class of Securities)
009293 10 1
--------------
(CUSIP Number)
Lyle L. Boll, Esq.
Vice President and General Counsel
Richfield Holdings, Inc.
Richfield Plaza
5775 DTC Boulevard
Englewood, Colorado 80111
(303) 220-2000
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Paul J. Shim, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
December 17, 1996
-----------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this Schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ].
Page 1 of 23 Pages
Exhibit Index Appears on Page 19
<PAGE>
SCHEDULE 13D
CUSIP NO. 009293-10-1
- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richfield Holdings, Inc.
Tax ID No. 84-1002469
- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
EACH 1,200,540
REPORTING ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,200,540
- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,540
- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------
Page 2 of 23 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 009293-10-1
- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richfield Hospitality Services, Inc.
Tax ID No. 84-1184493
- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
EACH 3,800
------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,800
- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,800
- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------
Page 3 of 23 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 009293-10-1
- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AIRCOA Equity Interests, Inc.
Tax ID No. 84-0832868
- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
EACH 650,000
REPORTING ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
650,000
- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,000
- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------
Page 4 of 23 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 009293-10-1
- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Regal Hotel Management, Inc.
Tax ID No. 84-1111754
- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
EACH 1,825,065
REPORTING ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,825,065
- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,825,065
- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.2%
- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------
Page 5 of 23 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 009293-10-1
- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gateway Hotel Holdings, Inc.
Tax ID No. 84-1160616
- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
EACH 769,041
REPORTING ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
769,041
- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,041
- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------
Page 6 of 23 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 009293-10-1
- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Century City International Holdings Ltd.
(Foreign entity - no IRS Identification Number)
- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
EACH 3,794,646
REPORTING ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,794,646
- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,794,646
- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.0%
- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO
- ---------------------------------------------------------------------
Page 7 of 23 Pages
<PAGE>
This Amendment No. 9 (this "Amendment") amends, restates
and supplements the Schedule 13D filed on February 15, 1989,
as previously amended (the "Schedule 13D" or "this Statement"),
of Richfield Holdings, Inc., a Colorado corporation formerly
known as Regal-Aircoa Companies, Inc. ("RHI"), Richfield
Hospitality Services, Inc., a Delaware corporation formerly known
as Richfield Hotel Management, Inc. ("Richfield Hospitality"),
AIRCOA Equity Interests, Inc., a Colorado corporation ("AEI"),
Regal Hotel Management, Inc., a Delaware corporation ("RHM"),
Gateway Hotel Holdings, Inc., a Delaware corporation ("Gateway"),
and Century City International Holdings Limited, a Bermuda
company ("Century"), with respect to the Class A Depositary Units
("Units") representing Class A Limited Partnership Interests of
AIRCOA Hotel Partners, L.P., a Delaware limited partnership (the
"Company"). RHI, Richfield Hospitality, AEI, RHM, Gateway and
Century are hereinafter sometimes collectively referred to as
the "Reporting Persons."
Item 1. Security and Issuer.
The class of equity security to which this Statement
relates is the Class A Depositary Units representing Class A
Limited Partnership Interests of the Company. The principal
executive offices of the Company are located at 5775 DTC
Boulevard, Englewood, Colorado 80111.
Item 2. Identity and Background.
The Schedule 13D is filed by the Reporting Persons.
The principal businesses of RHI, AEI, RHM, Gateway and
Century are to make and hold investments in various entities. The
principal business of Richfield Hospitality is to provide hotel
management services. The address of the principal business office
of each of RHI, Richfield Hospitality, RHM and Gateway is 5775
DTC Boulevard, Englewood, Colorado 80111. The address of the
principal business office of Century is 18th floor, Paliburg
Plaza, 68 Yee Wo Street, Causeway Bay, Hong Kong.
The names, addresses, citizenship and present principal
occupations or employments, and the names and principal business
of any corporation or other organization in which such employment
is conducted, of the executive officers and directors of each of
the Reporting Persons are set forth on Schedule A hereto.
Approximately 12.2% of the outstanding Units are owned by
AEI and less than 1% of such Units are held by Richfield
Hospitality. All of the voting stock of each of AEI and Richfield
Hospitality is owned by RHI. Approximately 10% of the outstanding
Units are directly owned by RHI. Novolane B.V., a Netherlands
company ("Novolane"), Regal International Limited, a British
Virgin Islands company ("International"), and Malabo, Inc., a
British Virgin Islands company, own 49.77%, 45.58% and 4.65%,
respectively, of RHI's outstanding voting stock. Approximately
34.2% of the outstanding Units are owned by RHM. RHM is a wholly
owned subsidiary of Novolane.
Page 8 of 23 Pages
<PAGE>
Novolane is a wholly owned subsidiary of Hong Kong Hotels
Holdings N.V., a Netherlands Antilles company ("HK Hotels"),
which is a wholly owned subsidiary of International.
International is a wholly owned subsidiary of Regal Hotels
(Holdings) Limited, a Hong Kong company ("Regal"). Regal is a
wholly owned subsidiary of Regal International (BVI) Holdings
Limited, a British Virgin Islands company ("Regal BVI"). Regal
BVI is a wholly owned subsidiary of Regal Hotels International
Holdings Limited, a Bermuda company ("Regal Holdings"). Paliburg
Holdings Limited, a Bermuda company ("Paliburg"), beneficially
owns 70.9% of the voting stock of Regal Holdings. Approximately
73.1% of the voting stock of Paliburg is beneficially owned by
Century. More than 50% of the voting stock of Century is
beneficially owned by Mr. Lo Yuk Sui ("Mr. Lo").
Gateway holds approximately 14.4% of the Units. All of its
voting stock is directly held by Winfield Investments B.V., a
Netherlands company ("Winfield"). All of the voting stock of
Winfield, in turn, is owned by Okotoks Company N.V., a
Netherlands Antilles company ("Okotoks"). Golden Lease
Corporation, a British Virgin Islands company ("Golden Lease"),
owns all of the voting stock of Okotoks. All of Golden Lease's
voting stock is held by Regal BVI. As described above, Regal BVI
is indirectly controlled by Century.
Novolane, HK Hotels, International, Regal BVI, Winfield,
Okotoks, Golden Lease, Regal Holdings, Regal, Paliburg and Mr. Lo
are hereinafter referred to as the "Related Persons".
The address of the principal business office of Novolane is
Officia I, 2nd Floor, De Boelelaan 7, 1083 HJ Amsterdam, The
Netherlands. The address of the principal business office of HK
Hotels is c/o Curacao International Trust Company N.V., De
Ruyterkade 62, Curacao, Netherlands Antilles. The address of the
principal business office of International is P.O. Box 659, Road
Town, Tortola, British Virgin Islands. The address of the
principal business office of each of Paliburg, Regal, Regal
Holdings and Mr. Lo is 18/F, Paliburg Plaza, 68 Yee Wo Street,
Causeway Bay, Hong Kong. The address of the principal business
office of Regal BVI is P.O. Box 71, Craigmuir Chambers, Road
Town, Tortola, British Virgin Islands. The address of the
principal business office of Winfield is Strawinskylaan 1725,
1077 XX Amsterdam, The Netherlands. The address of the principal
business office of Okotoks is de Ruyterkade 62, Curacao,
Netherlands Antilles. The address of the principal business
office of Golden Lease is P.O. Box 659, Road Town, Tortola,
British Virgin Islands.
None of the Reporting Persons, none of the executive
officers or directors of the Reporting Persons and none of the
Related Persons has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Page 9 of 23 Pages
<PAGE>
Since February 6, 1989, RHI has acquired a total of
1,077,825 Units for aggregate consideration of $9,895,958.73. RHI
sold 531,085 of these Units for $2,336,774.00 to RHM on October
10, 1990. The sources of the funds expended to acquire the Units
were (1) a loan by AIRCOA Credit Company, a wholly owned
subsidiary of RHI, in the amount of $5,500,000.00; (2) an
intercompany loan by AIRCOA Hospitality Services, Inc., a wholly
owned subsidiary of RHI and the General Partner of the Company
("AHS"), in the amount of $1,232,706.80; and (3) the working
capital of RHI for the balance. RHI's current ownership, based on
these and certain other purchases, is 546,740 Units.
Since February 6, 1989, RHM has acquired a total of
1,825,065 Units for aggregate consideration of $9,159,708.00,
including the 531,085 Units acquired from RHI for $2,336,774.00
on October 10, 1990. The sources of the funds expended to acquire
the Units were (1) various unsecured loans by Novolane, RHM's
sole stockholder, totaling $5,325,274.00, made in connection with
certain of the acquisitions; and (2) the working capital of RHM
for the balance.
Since February 6, 1989, Gateway has acquired a total of
769,041 Units for aggregate consideration of $1,807,246.00. The
sources of the funds expended to acquire the Units were (1) an
unsecured loan by Winfield, Gateway's sole stockholder, in the
amount of $1,300,000; and (2) the working capital of Gateway for
the balance.
Since February 6, 1989, AEI has acquired a total of 650,000
Units for aggregate consideration of $715,000.00. The funds
expended to acquire the Units were obtained from AEI's working
capital.
Item 4. Purpose of the Transaction.
The Reporting Persons acquired the Units held by them for
investment purposes and, in certain circumstances, pursuant to
obligations arising under the Agreement of Limited Partnership of
the Partnership (the "Partnership Agreement").
On December 16, 1996, the Board of Directors of RHM
authorized its officers to enter into negotiations with the
Company regarding the acquisition of all of the Units and the
Class B Limited Partnership Units ("Class B Units") of the
Company that RHM and its affiliates do not own at a price of
$2.35 per Unit and $16.80 per Class B Unit in cash (the "Proposed
Acquisition"). The terms and form of a transaction, if any is
agreed to, have yet to be determined, but is likely to include a
merger, acquisition or other business combination. Any
transaction would be financed by available funds of the Reporting
Persons or the Related Persons and would not be subject to any
financing contingency. The Company has advised RHM that it will
refer RHM's proposal to the independent members of the Company's
Advisory Committee (the "Advisory Committee") for consideration
on behalf of public Unitholders. A copy of RHM's press release
Page 10 of 23 Pages
<PAGE>
announcing its proposal and the authorization of negotiations is
filed herewith as Exhibit 19 and is incorporated herein by reference.
A copy of a letter sent by RHM to the Board of Directors of AHS
and the Advisory Committee on December 17, 1996 proposing negotiations
with respect to the Proposed Acquisition is filed herewith as Exhibit
20 and is incorporated herein by reference.
The Reporting Persons may, from time to time, acquire
additional securities of the Company in open market or privately
negotiated transactions, depending on existing market conditions
and other considerations which the Reporting Persons may deem
relevant. The Reporting Persons intend to review their investment
in the Company on a continuing basis and, depending upon the
price and availability of the Company's securities, subsequent
developments affecting the Company, the Company's business and
prospects, other investment and business opportunities available
to the Company, general stock market and economic considerations,
tax considerations and other factors deemed relevant, may decide
to increase or decrease the size of its investment in the Company
and may, depending upon market conditions and applicable
securities law restrictions, choose to sell some or all of the
Units. None of the Reporting Persons has any current plans or
proposals to amend the Partnership Agreement. Except as
specifically described herein or in the Schedule 13D, the
Reporting Persons do not have any plans or proposals which relate
to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.
However, the Reporting Persons will continue to review the
business of the Company and, depending upon one or more of the
factors referred to above, may in the future determine to take
one or more of such actions.
Item 5. Interest in Securities of the Issuer.
(a) RHI directly owns 546,740 Units of the Company,
representing 10.2% of the 5,340,214 Units outstanding as of the
date hereof. AEI directly owns 650,000 Units, or 12.2% of the
total number of Units outstanding. Richfield Hospitality directly
owns 3,800 Units, or less than 1% of the total. As a result of
its ownership of all of the voting securities of AEI and
Richfield Hospitality, RHI may be deemed to be the beneficial
owner of the Units directly held by AEI and Richfield
Hospitality, in addition to those Units which it holds directly. RHM
directly owns 1,825,065 Units, or 34.2% of the total. Gateway
directly owns 769,041 Units, or approximately 14.4% of the total.
For purposes of Rule 13d-3 of the general rules and regulations
under the Securities Exchange Act of 1934, as amended, Century may
be deemed to beneficially own 3,794,646, or 71.0% of the total number
of Units outstanding as of the date hereof.
In addition, RHI beneficially owns or controls, and
Century, by virtue of its indirect control of RHI, may be deemed
to beneficially own or control, a majority of the Class B Units
issued and outstanding at the date hereof. With respect to the
Company's operations in the years 1997 through 2001, the lesser
of (i) all the then outstanding Class B Units and (ii) 250,000
Class B Units automatically will be converted into Units (at the
conversion rate described below) annually during a 30-day period
following the release of annual audited financial statements by
the Company. The number of Units to be received upon the
conversion of a Class B Unit will be determined by dividing
$20.00 by the average closing price on the American Stock
Exchange of the Units over the five trading days preceding the
Page 11 of 23 Pages
<PAGE>
date of conversion. No conversion rights have been triggered from
1987 through the date hereof. However, as described above, the
Class B Units may become convertible in the future.
Except as set forth in this Item 5(a), none of the
Reporting Persons, none of the Related Persons and none of the
executive officers and directors of the Reporting Persons
directly owns any Units in the Company.
(b) As a result of its ownership of all of the voting
securities of each of AEI and Richfield Hospitality, RHI may be
deemed to have shared power to control the voting and disposition
of the Units held by AEI and Richfield Hospitality. Century, as a
result of its indirect control of RHI (and through RHI, AEI and
Richfield Hospitality), RHM and Gateway, may also be deemed to
have shared power to control the voting and disposition of the
Units held directly by RHI, AEI, Richfield Hospitality, RHM and
Gateway.
(c) There were no acquisitions or dispositions of Units
made in the past sixty days by any Reporting Person or Related
Person or, to the knowledge of the Reporting Persons, by any of
the individuals listed on Schedule A hereto.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
RHI has granted a security interest in 834,891 Units to
Novolane pursuant to the terms of a General Security Agreement
(the "Security Agreement"), dated as of February 3, 1989, between
RHI and Novolane, a copy of which has been filed as Exhibit 4 to
the Schedule 13D.
In connection with the sale by RHI of 531,085 Units to RHM,
pursuant to the terms of the purchase agreement by and among RHM,
RHI and Newpart, L.P. (the "Purchase Agreement"), Novolane
released its security interest in such Units.
In addition to the transfer of the 531,085 Units by RHI to
RHM, the Purchase Agreement provided for the transfer to RHM
by Newpart, L.P. of 688,746 Class B Units for an aggregate
purchase price of $344,373.00, or $.50 per Class B Unit. Novolane,
the pledgee of the transferred Class B Units, consented to the
transfer and agreed to release its security interest in the
Class B Units as collateral upon receipt of substitute collateral
in form and amount satisfactory to Novolane.
RHM and Gateway have each agreed to vote their Units (and
Class B Units) to continue the business of the Issuer and to
elect a successor general partner if necessary to continue the
business of the Issuer, if certain contingencies occur.
Page 12 of 23 Pages
<PAGE>
Two hundred thousand Units acquired by RHI on December 29,
1992 and 650,000 Units acquired by AEI on December 29, 1992 were
acquired pursuant to the terms of a Subscription Agreement dated
December 11, 1992 among the Company, RHI and AEI.
Other than as set forth herein or in the other Items of the
Schedule 13D, none of the Reporting Persons, none of the Related
Persons and none of the executive officers and directors of
the Reporting Persons has any contracts, arrangements,
understandings or relationships (legal or otherwise) with each
other or with any other person with respect to any securities of
the Company, including but not limited to the transfer or voting
of any of the Units, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to be filed as Exhibits.
Exhibit 1. Joint Filing Agreement pursuant to Rule
13d-1(f)(1) under the Securities Exchange Act of 1934.
Exhibit 2. Power of Attorney.
Exhibit 3. General Security Agreement dated as of
February 3, 1989 between AIRCOA Companies, Inc. and Novolane B.V.
Exhibit 4. Pledge and Security Agreement dated as of
February 3, 1989 between AIRCOA Companies, Inc. and Novolane B.V.
Exhibit 5. Joint Filing Agreement by and among the parties
thereto dated March 30, 1990.
Exhibit 6. Joint Filing Agreement by and among the parties
thereto dated October 15, 1990.
Exhibit 7. Purchase Agreement dated as of October 10, 1990
by and among RHM, RHI and Newpart, L.P.
Exhibit 8. Joint Filing Agreement by and among the parties
thereto dated October 30, 1990.
Exhibit 9. Joint Filing Agreement by and among parties
thereto dated November 27, 1990.
Exhibit 10. Subscription Agreement by and among the parties
thereto dated as of November 19, 1990.
Exhibit 11. Letter Agreement by and among the parties
thereto dated November 21, 1990.
Page 13 of 23 Pages
<PAGE>
Exhibit 12. Joint Filing Agreement by and among the parties
thereto dated April 11, 1991.
Exhibit 13. Promissory Note dated March 15, 1991 issued by
Gateway in favor of Winfield.
Exhibit 14. Letter Agreement dated April 11, 1991 executed
by Gateway Hotel Holdings, Inc.
Exhibit 15. Letter Agreement dated April 11, 1991 executed
by Regal Hotel Management, Inc.
Exhibit 16. Joint Filing Agreement by and among the parties
thereto dated January 6, 1992.
Exhibit 17. Joint Filing Agreement by and among the parties
thereto dated January 13, 1993.
Exhibit 18. Subscription Agreement by and among RHI, AEI and
the Company dated December 11, 1992.
Exhibit 19. Press Release, dated December 18, 1996.
Exhibit 20. Letter, dated December 16, 1996, from RHM to
the Board of Directors of AHS and the Advisory Committee.
Page 14 of 23 Pages
<PAGE>
Schedule A
LIST OF EXECUTIVE OFFICERS AND DIRECTORS OF RICHFIELD
HOLDINGS, INC. ("RHI"), AIRCOA EQUITY INTERESTS, INC. ("AEI"),
RICHFIELD HOSPITALITY SERVICES, INC. ("RICHFIELD HOSPITALITY"), REGAL
HOTEL MANAGEMENT, INC. ("RHM"), GATEWAY HOTEL HOLDINGS, INC. AND
CENTURY CITY INTERNATIONAL HOLDINGS LIMITED ("CENTURY")
Name Position(s) Address Principal Citizenship
Occupation
1. Lo Yuk Sui Chairman and The Penthouse Investor Britain
Director of Regal Hongkong (H.K.)
RHI, RHM and Hotel, 88 Yee Wo
Gateway; Street
Chairman and Causeway Bay
Managing Hong Kong
Director of
Century
2. Daniel Bong Executive 30 Village Rd. Business Canada
Shu Yin Director of 4th Floor Executive of
Century; Hong Kong Century
Director of
RHM, RHI,
AEI, Richfield
Hospitality and
Gateway;
Director and
President of
RHI
3. Kenneth Ng Executive Flat B, 21-F Business Britain
Kwai Kai Director and Albron Court Executive of (H.K.)
Secretary of 99 Caine Road, Century
Century Hong Kong
4. Anthony Director of 304 E. 65th St. Lawyer U.S.A.
Williams RHI New York, NY
10021
5. Carol K. Director of 59614 County Lawyer U.S.A.
Werner RHI Road Q,
Page 15 of 23 Pages
<PAGE>
Merino, Lawyer U.S.A.
Colorado 80741
6. John A. Senior Vice 8039 S. Oneida Ct. Business U.S.A.
Lambert President of Englewood, Executive of
Richfield Colorado 80112 Richfield
Hospitality, Hospitality
AEI, RHM
7. Douglas M. Director and 93 Falcon Hills Business U.S.A.
Pasquale President of Drive Executive of
Richfield Highlands Ranch, RHI
Hospitality Colorado 80126
and
AEI, RHM and
Gateway and
Director
Executive Vice
President of
RHI
8. John Poon Executive F2, Beverly Hill Lawyer Canada
Cho Ming Director and 10/F, 6 Broadwood
General Road,
Counsel of Happy Valley
Century; Hong Kong
Director of
Gateway
9. Lawrence Lau Executive 19A Marigold Business Canada
Siu Keung Director of Mansion, Executive of
Century; 10 Tai Koo Wan Century
Director of Road, Taikoo Shing
Richfield Hong Kong
Hospitality,
RHI, AEI,
RHM and
Gateway
10. Michael Choi Executive No. 11, Ka Ning Business Britain
Chi Wing Director of Path Executive of (H.K.)
Century 2nd Floor Century
Fontana Gardens
Causeway Bay
Hong Kong
Page 16 of 23 Pages
<PAGE>
11. Anthony Non-Executive 2 Headland Road Businessman Britain
Chuang Director of Hong Kong (H.K.)
Century
12. Ng Siu Chan Non-Executive House A, Businessman Britain
Director of 35 Kadoorie Avenue (H.K.)
Century Kowloon
Hong Kong
13. Mark L.T. Senior Vice 18838 E. Briarwood Business Britain
Butler President of Drive Executive of
Richfield Aurora, Richfield
Hospitality, Colorado 80016 Hospitality
AEI, RHM and
Gateway
14. Joel W. Senior Vice 51 Falcon Hills Business USA
Hiser President of Drive Executive of
RHI, Richfield Highlands Ranch, RHI
Hospitality Colorado 80126
and RHM
15. Michael Sheh Director and 5794 S. Lima Business Britain
Pui Hung Senior Vice Street Executive of (H.K.)
President of Englewood, RHI
RHI, Richfield Colorado 80111
Hospitality,
AEI, RHM and
Gateway
Page 17 of 23 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of his or her
knowledge and belief, each of the undersigned certifies that the
information set forth in this amended statement is true, complete
and correct.
Dated: December 18, 1996
REGAL HOTEL MANAGEMENT, INC. GATEWAY HOTEL HOLDINGS, INC.
By:________________________ By:________________________
Name: Name:
Title: Title:
By:________________________ By:________________________
Name: Name:
Title: Title:
RICHFIELD HOLDINGS, INC. CENTURY CITY INTERNATIONAL
HOLDINGS LIMITED
By:________________________ By:________________________
Name: Name:
Title: Title:
By:________________________
Name:
Title:
AIRCOA EQUITY INTERESTS, INC. RICHFIELD HOSPITALITY SERVICES,
INC.
By:________________________ By:________________________
Name: Name:
Title: Title:
By:________________________ By:________________________
Name: Name:
Title: Title:
Page 18 of 23 Pages
<PAGE>
Exhibit Index
Exhibit Number Page Number
Exhibit 1 Joint Filing Agreement pursuant to Rule *
13d-1(f)(1) under the Securities Exchange
Act of 1934.
Exhibit 2 Power of Attorney. *
Exhibit 3 General Security Agreement dated as of *
February 3, 1989 between AIRCOA
Companies, Inc. and NOVOLANE B.V.
Exhibit 4 Pledge and Security Agreement dated as of *
February 3, 1989 between AIRCOA
Companies, Inc. and NOVOLANE B.V.
Exhibit 5 Joint Filing Agreement by and among the *
parties thereto dated March 30, 1990.
Exhibit 6 Joint Filing Agreement by and among the *
parties thereto dated October 15, 1990.
Exhibit 7 Purchase Agreement dated as of October *
10, 1990 by and among RHM, RHI and
Newpart, L.P.
Exhibit 8 Joint Filing Agreement by and among the *
parties thereto dated October 30, 1990.
Exhibit 9 Joint Filing Agreement by and among *
parties thereto dated November 27, 1990.
Exhibit 10 Subscription Agreement by and among the *
parties thereto dated as of November 19, 1990.
Exhibit 11 Letter Agreement by and among the parties *
thereto dated November 21, 1990.
Exhibit 12 Joint Filing Agreement by and among the *
parties thereto dated April 11, 1991.
Exhibit 13 Promissory Note dated March 15, 1991
Page 19 of 23 Pages
<PAGE>
issued by Gateway in favor of Winfield. *
Exhibit 14 Letter Agreement dated April 11, 1991 *
executed by Gateway Hotel Holdings, Inc.
Exhibit 15 Letter Agreement dated April 11, 1991 *
executed by Regal Hotel Management, Inc.
Exhibit 16 Joint Filing Agreement by and among the *
parties thereto dated January 6, 1992.
Exhibit 17 Joint Filing Agreement by and among the *
parties thereto dated January 13, 1993.
Exhibit 18 Subscription Agreement by and among *
RHI, AEI and the Company dated
December 11, 1992.
Exhibit 19 Press Release, dated December 18, 1996. 21
Exhibit 20 Letter, dated December 16, 1996, from 22
RHM to the Board of Directors of AHS
and the Advisory Committee.
* Previously filed.
Page 20 of 23 Pages
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EXHIBIT 19
----------
REGAL HOTEL MANAGEMENT, INC. INITIATES NEGOTIATIONS TO ACQUIRE
AIRCOA HOTEL PARTNERS, L.P.
Denver, Colorado, December 18, 1996 -- Regal Hotel
Management, Inc., a subsidiary of Regal Hotels International
Holdings Limited (Regal), announced today that its Board of
Directors has authorized its officers to enter into negotiations
with AIRCOA Hotel Partners, L.P. (AMEX: AHT) regarding the
acquisition of all of the Class A limited partnership units and
all of the Class B limited partnership units of AIRCOA that it
does not own at a price of $2.35 for each Class A Unit and $16.80
for each Class B Unit. Regal and its affiliates currently own
3,794,646 Class A Units, representing 71% of the outstanding
Class A Units, and 888,746 Class B Units, representing 94% of the
outstanding Class B Units. The terms and form of a transaction,
if any is agreed to, have yet to be determined, but may include a
merger, acquisition or other business combination. Any
transaction would be financed by available funds and would not be
subject to a financing contingency. The general partner of AIRCOA
has referred Regal's proposal to the independent members of
AIRCOA's Advisory Committee, for consideration on behalf of
public unitholders.
AIRCOA Hotel Partners, L.P. owns and operates six hotel
and resort properties located in geographically diverse areas of
the continental U.S. Each property is a full service facility
serving the vacation, leisure, meetings, convention and business
segments of the hotel market. AIRCOA Hotel Partners, L.P. owns
and operates the properties through six operating partnerships.
Page 21 of 23 Pages
<PAGE>
EXHIBIT 20
----------
December 16, 1996
Board of Directors
AIRCOA Hospitality Services, Inc.
5775 DTC Boulevard, Suite 300
Englewood, Colorado 80111
Advisory Committee
AIRCOA Hotel Partners, L.P.
5775 DTC Boulevard, Suite 300
Englewood, Colorado 80111
Members of the Board and Advisory Committee:
On behalf of Regal Hotel Management, Inc. ("RHM"), a subsidiary
of Regal Hotels International Holdings Limited (Regal), we are
pleased to propose that we commence negotiations with respect to
the acquisition by RHM of all of the outstanding Class A limited
partnership units (the "Class A Limited Partnership Units") and
Class B limited partnership units (the "Class B Limited
Partnership Units" and together with the Class A Limited
Partnership Units, the "Limited Partnership Units") of AIRCOA
Hotel Partners, L.P. (the "Partnership") not currently owned by
RHM or its affiliates at a price of $2.35 per Class A Limited
Partnership Unit and $16.80 per Class B Limited Partnership Unit
(the "Acquisition").
As you know, Regal and its affiliates currently own approximately
71% of the Partnership's outstanding Class A Limited Partnership
Units and approximately 94% of the Partnership's outstanding
Class B Limited Partnership Units. We have witnessed the decline
in the value of our interest as a result, we believe, of the
financing constraints and extra operating costs associated with
the Partnership's being publicly owned. Therefore, we believe
that it would be in the best interests of RHM, the Partnership
and the holders of the Partnership's Limited Partnership Units
for RHM to acquire the outstanding Limited Partnership Units
through the Acquisition.
We believe that this proposal is fair from a financial point of
view to the minority holders of the Limited Partnership Units of
the Partnership. It provides a substantial premium to current
market prices to the holders of Class A Limited Partnership Units
and enables the holders of both Class A Limited Partnership Units
and Class B Limited Partnership Units to achieve liquidity which
they are presently unable to achieve in the market. The proposed
offer price of $2.35 per Class A Limited Partnership Unit
represents an approximate 55% premium over the average closing
price of the Class A Limited Partnership Units on the American
Stock Exchange over the 60 trading days ended December 13, 1996
and an approximate 25% premium over the average closing price
over the 60 trading days ended December 13, 1995.
We believe it makes the most sense to structure the Acquisition as a
merger of a Delaware limited partnership owned by RHM with the Partner-
ship. RHM is prepared to enter into a merger agreement pursuant to
which the Acquisition would be effected. The merger agreement would be
Page 22 of 23 Pages
<PAGE>
in a form, and contain terms, provisions and conditions,
customary for transactions of this type. Our proposal is fully
financed and is subject only to execution of a definitive merger
agreement.
We wish to make it clear that RHM is not interested under any
circumstances in selling its interest in, or approving a sale of,
the Partnership to any other party and that there is thus no
prospect of such a transaction with a third party. We are in a
position to proceed on an expedited basis and urge that, in order
to minimize uncertainty, the Advisory Committee act as quickly as
possible in considering our proposal.
We would welcome the opportunity to meet with you and further
outline our proposal. We reserve the right to amend or withdraw
this proposal at any time at our discretion.
Sincerely yours,
REGAL HOTEL MANAGEMENT, INC.
____________________________ ____________________________
Joel Hiser Michael Sheh
Senior Vice President Senior Vice President
Page 23 of 23 Pages
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