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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)(1)
RED LION HOTELS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
756701 10 8
(CUSIP Number)
1The 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 the
disclosures provided in a prior cover page.
The information required in 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.)
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CUSIP No. 756701 10 8 13G PAGE 2 OF 6 PAGES
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1. Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
RLA-GP, INC.
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
DELAWARE
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5. Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially 6. Shared Voting Power
Owned By -0-
Each --------------------------------------------------------
Reporting 7. Sole Dispositive Power
Person With -0-
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8. Shared Dispositive Power
-0-
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
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10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
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11. Percent of Class Represented by Amount in Row (9)
0.0%
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12. Type of Reporting Person
CO
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ITEM 1.
(A) NAME OF ISSUER:
Red Lion Hotels, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4001 Main Street
Vancouver, Washington 98663
ITEM 2.
(A) NAME OF PERSONS FILING:
RLA-GP, Inc.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
15350 S.W. Sequoia Parkway
Suite 300
Portland, Oregon 97224
(C) CITIZENSHIP:
Delaware
(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share
(E) CUSIP NUMBER:
756701 10 8
ITEM 3. Not applicable.
ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED:
On November 8, 1996, RLH Acquisition Corp., a wholly owned
subsidiary of Doubletree Corporation ("Doubletree"), was
merged (the "Merger") with and into Red Lion Hotels, Inc.
("Red Lion Hotels"), and each share of common stock of Red
Lion Hotels was converted into the right to receive cash and
shares of common stock of Doubletree. As a result of the
Merger, all of the shares of common stock of Red Lion Hotels
previously owned by Red Lion, a California Limited Partnership
("Red Lion"), were converted into cash and shares of common
stock of Doubletree. Consequently, Red Lion no longer owns any
shares of common stock of Red Lion Hotels, and RLA-GP, Inc., a
Delaware corporation and the sole general partner of Red Lion,
in which capacity
Page 3 of 6 pages.
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it may have been deemed the beneficial owner of the shares of
Red Lion Hotels common stock owned by Red Lion, no longer
beneficially owns any shares of common stock of Red Lion
Hotels.
(B) PERCENT OF CLASS:
0.0%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote:
-0-
(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or to direct the disposition
of:
-0-
(iv) Shared power to dispose or to direct the
disposition of:
-0-
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 [x].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
Page 4 of 6 pages.
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not applicable.
Page 5 of 6 pages.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 1997
RLA-GP, INC.
By: /s/ Edward A. Gilhuly
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Name: Edward A. Gilhuly
Title: Executive Vice President
Page 6 of 6 pages.
