-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H02LDXsrHoG1+0bolx5nN2e/om88Bw3A18vwoi2WKZqobnfmR2moLe7cHSTull/e dosBmJI1Cq9JZ28Ypg89ZA== 0000903423-97-000187.txt : 19971024 0000903423-97-000187.hdr.sgml : 19971024 ACCESSION NUMBER: 0000903423-97-000187 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971023 SROS: AMEX GROUP MEMBERS: AIRCOA EQUITY INTERESTS, INC. GROUP MEMBERS: CENTURY CITY INTERNATIONAL HOLDINGS LTD. GROUP MEMBERS: GATEWAY HOTEL HOLDINGS GROUP MEMBERS: REGAL HOTEL MANAGEMENT, INC. GROUP MEMBERS: RICHFIELD HOLDINGS INC GROUP MEMBERS: RICHFIELD HOSPITALITY SERVICES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIRCOA HOTEL PARTNERS L P CENTRAL INDEX KEY: 0000812591 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 841042607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39379 FILM NUMBER: 97699640 BUSINESS ADDRESS: STREET 1: 5775 DTC BLVD STREET 2: STE 300 CITY: ENGLEWOOD STATE: CO ZIP: 80111-3202 BUSINESS PHONE: 3032202000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RICHFIELD HOLDINGS INC CENTRAL INDEX KEY: 0000900173 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 841002469 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5775 DTC BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3032202000 MAIL ADDRESS: STREET 1: 5775 DTC BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: REGAL AIRCOA COMPANIES INC DATE OF NAME CHANGE: 19930408 SC 13D/A 1 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. ------------------------------- (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 September 29, 1997 ------------------------------- (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 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 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 ---------------------------- ---------------------------- 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 ---------------------------- ---------------------------- 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 ---------------------------- ---------------------------- 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 ---------------------------- ---------------------------- 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 ---------------------------- ---------------------------- 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 ---------------------------- ---------------------------- Name: Mark L.T. Butler Name: David C. Ridgley Title: Sr. Vice President Title: Sr. Vice President/CAO Page 3 of 7 Pages Exhibit Index ------------- Exhibit Number Page Number - -------------- ----------- Exhibit 21 Certificate of Merger, 5 dated September 29, 1997. EX-21 2 PAGE 1 State of Delaware Office of the Secretary of State ------------------------------------ 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 -------------------------- Edward J. Freel, Secretary of State 2109833 8100M AUTHENTICATION: 8676222 971326817 DATE: 09-29-97 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." 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 ---------------------------------- Name: Douglas M. Pasquale Title: President/CEO By: /s/ David C. Ridgley ---------------------------------- Name: David C. Ridgley Title: Sr. Vice President/CAO 2 -----END PRIVACY-ENHANCED MESSAGE-----