SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
AIRCOA Hotel Partners, L.P.
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(Name of Issuer)
Class A Depositary Units
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(Title of Class of Securities)
009293 10 1
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(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
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(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
September 29, 1997
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(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 7 Pages
Exhibit Index Appears on Page 4
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SCHEDULE 13D
This Amendment No. 11 (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 limited
partnership units ("Units") of AIRCOA Hotel Partners, L.P., a
Delaware limited partnership (the "Company").
Item 4. Purpose of the Transaction.
On September 29, 1997, the Class A and Class B Unitholders
of the Company approved, at a Special Meeting of Unitholders held
for the purpose, the merger (the "Merger") of Regal Merger
Limited Partnership, a de novo limited partnership subsidiary of
RHM ("Merger Sub"), with and into the Company. On the same date,
a certificate of merger of the Company was filed with the
Secretary of State of the State of Delaware in order to
consummate the Merger. A copy of the Certificate of Merger is
filed herewith as Exhibit 22 and is incorporated herein by
reference.
Item 7. Material to be filed as Exhibits.
Exhibit 22. Certificate of Merger, dated September 29, 1997.
Page 2 of 7 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: October 23, 1997
REGAL HOTEL MANAGEMENT, INC. GATEWAY HOTEL HOLDINGS, INC.
By: /s/ Mark L.T. Butler By: /s/ Michael Sheh
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Name: Mark L.T. Butler Name: Michael Sheh
Title: Sr. Vice President Title: Ex. Vice President
By: /s/ Lyle L. Boll By: /s/ Lyle L. Boll
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Name: Lyle L. Boll Name: Lyle L. Boll
Title: Vice President Title: Vice President
RICHFIELD HOLDINGS, INC. CENTURY CITY INTERNATIONAL
HOLDINGS LIMITED
By: /s/ Douglas M. Pasquale By: /s/ Lawrence LAU Siu Keung
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Name: Douglas M. Pasquale Name: Lawrence LAU Siu Keung
Title: President/CEO Title: Director
By: /s/ David C. Ridgley By: /s/ Kenneth NG Kwai Kai
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Name: David C. Ridgley Name: Kenneth NG Kwai Kai
Title: Sr. Vice Presdient/CAO Title: Director
AIRCOA EQUITY INTERESTS, INC. RICHFIELD HOSPITALITY SERVICES,
INC.
By: /s/ Michael Sheh By: /s/ Douglas M. Pasquale
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Name: Michael Sheh Name: Douglas M. Pasquale
Title: Ex. Vice President Title: President/CEO
By: /s/ Mark L.T. Butler By: /s/ David C. Ridgley
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Name: Mark L.T. Butler Name: David C. Ridgley
Title: Sr. Vice President Title: Sr. Vice President/CAO
Page 3 of 7 Pages
<PAGE>
Exhibit Index
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Exhibit Number Page Number
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Exhibit 21 Certificate of Merger, 5
dated September 29, 1997.
PAGE 1
State of Delaware
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
"REGAL MERGER LIMITED PARTNERSHIP", A DELAWARE LIMITED
PARTNERSHIP,
WITH AND INTO "AIRCOA HOTEL PARTNERS, L.P." UNDER THE NAME
OF "AIRCOA HOTEL PARTNERS, L.P.", A LIMITED PARTNERSHIP ORGANIZED
AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED
AND FILED IN THIS OFFICE THE TWENTY-NINTH DAY OF SEPTEMBER, A.D.
1997, AT 11:30 O'CLOCK A.M.
[SEAL] /s/ Edward J. Freel
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Edward J. Freel,
Secretary of State
2109833 8100M AUTHENTICATION: 8676222
971326817 DATE: 09-29-97
<PAGE>
CERTIFICATE OF MERGER
REGAL MERGER LIMITED PARTNERSHIP
into
AIRCOA HOTEL PARTNERS, L.P.
Pursuant to Section 17-211 of the
Revised Uniform Limited Partnership Act of the State of Delaware
AIRCOA Hotel Partners, L.P. (the "Partnership"), a
limited partnership organized and existing under the Revised
Uniform Limited Partnership Act of the State of Delaware (the
"Act") hereby certifies that:
FIRST: The name and state of organization of each of
the constituent limited partnerships are Regal Merger Limited
Partnership ("Regal"), a limited partnership organized and
existing under the Act, and AIRCOA Hotel Partners, L.P., a
limited partnership organized and existing under the Act.
SECOND: An Agreement and Plan of Merger, dated as of
May 2, 1997, among the Partnership, AIRCOA Hospitality Services,
Inc., a Delaware corporation (the "General Partner"), Regal Hotel
Management, Inc., a Delaware corporation (the "Parent"), and
Regal was approved, adopted, certified, executed and acknowledged
by each of Regal and the Partnership in accordance with
subsection (b) of Section 17-211 of the Act.
THIRD: The name of the surviving limited partnership
is "AIRCOA Hotel Partners, L.P."
<PAGE>
FOURTH: That this Certificate of Merger shall be
effective upon the filing hereof with the Secretary of State of
the State of Delaware.
FIFTH: An executed copy of the Agreement and Plan of
Merger is on file at the offices of the Partnership at 5775 DTC
Boulevard, Englewood, Colorado 80111.
SIXTH: A copy of the Agreement and Plan of Merger will
be furnished by the Partnership, on request and without cost, to
any unitholder of Regal or the Partnership.
SEVENTH: The Certificate of Limited Partnership of the
surviving limited partnership (the "Certificate") shall be the
Certificate of Limited Partnership of the Partnership.
EIGHTH: The surviving limited partnership is a limited
partnership of the State of Delaware.
IN WITNESS WHEREOF, this Certificate of Merger has
been duly executed as of the 29th day of September, 1997, and is
being filed in accordance with Section 17-212 of the Act.
AIRCOA HOTEL PARTNERS, L.P.
By AIRCOA Hospitality Services, Inc.,
its General Partner
By: /s/ Douglas M. Pasquale
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Name: Douglas M. Pasquale
Title: President/CEO
By: /s/ David C. Ridgley
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Name: David C. Ridgley
Title: Sr. Vice President/CAO
2
