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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
AIRCOA Hotel Partners, L.P.
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(Name of the Issuer)
AIRCOA Hotel Partners, L.P.
Century City International Holdings Limited
Regal Hotel Management, Inc.
(Name of Persons Filing Statement)
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Class A Limited Partnership Units
(Title of Class of Securities)
009293-10-1
(CUSIP Number of Class of Securities)
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Douglas M. Pasquale
AIRCOA Hotel Partners, L.P.
5775 DTC Boulevard
Englewood, Colorado 80111
(303) 220-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf
of Persons Filing Statement)
With a copy to:
Paul J. Shim, Esq. Thomas J. Rice, Esq. Mark Levy, Esq.
Cleary, Gottlieb, Coudert Brothers Holland & Hart LLP
Steen & Hamilton 1114 Avenue of the 555 Seventeenth Street,
One Liberty Plaza Americas Suite 3200
New York, New York Denver,
New York 10006 New York 10036 Colorado 80202-3979
(212) 225-2000 (212) 626-4400 (303) 295-8000
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This statement is filed in connection with (check the appropriate
box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or
Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies. [X]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$4,791,260 $958.25
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* For purposes of calculating amount of filing fee only. The
amount assumes the purchase of 1,545,568 Class A Units, of
(the "Units") at $3.10 net in cash per unit, which represents
all public units reported to be outstanding at June 26, 1997
and not owned by the purchaser.
** The amount of the filing fee calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934
equals 1/50 of 1% of the value of the shares to be purchased.
Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $958.25
Filing Party: AIRCOA Hotel Partners, L.P.
Form or Registration No.: Schedule 14A
Date Filed: July 3, 1997
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INTRODUCTORY STATEMENT
This Rule 13E-3 Transaction Statement is being filed by
AIRCOA Hotel Partners, L.P. (the "Partnership"), Century City
International Holdings Limited ("Century City") and Regal Hotel
Management, Inc. ("RHM") in connection with the proposed merger
of Regal Merger Limited Partnership ("Regal"), a wholly owned
subsidiary of RHM, with and into the Partnership. The Partnership
is the issuer of the class of securities which is the subject of
the Rule 13E-3 transaction.
Concurrently with the filing of this Rule 13E-3 Transaction
Statement, the Partnership is filing with the Securities and
Exchange Commission the Partnership's preliminary Proxy Statement
(the "Proxy Statement") relating to the solicitation of proxies
by the Partnership to consider and vote upon a proposal to adopt
the Agreement and Plan of Merger, dated May 2, 1997, by and among
Regal, RHM, AIRCOA Hospitality Services, Inc., the general
partner of the Partnership (the "General Partner") and the
Partnership (the "Merger Agreement"), pursuant to which (a) Regal
will merge with and into the Partnership, which will become a
wholly owned subsidiary of Century City and its affiliates, and
(b) each holder (other than Century City and its affiliates) of
Class A units of limited partner interest (the "Class A Units")
of the Partnership will become entitled to receive $3.10 in cash,
without interest, for each Class A Unit held, and each holder
(other than Century City and its affiliates) of Class B units of
limited partner interest (the "Class B Units") of the Partnership
will become entitled to receive $20.00 in cash, without interest,
for each Class B Unit held.
A copy of the preliminary Proxy Statement is attached as
Exhibit (d)(1) hereto. The information contained in the Proxy
Statement is incorporated by reference in answer to the items in
this Rule 13E-3 Transaction Statement, and the Cross Reference
Sheet set forth below shows the location in the Proxy Statement
of the information required to be included in response to the
items of this Rule 13E-3 Transaction Statement.
CROSS REFERENCE SHEET
(Pursuant to General Instruction F to Schedule 13E-3)
Item in Schedule 13E-3 Caption in Proxy Statement
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Item 1(a)-(b) Summary -- Record Date; Units Entitled to Vote;
Quorum
Item 1(c)-(d) Market for Partnership's Units; Distributions
Item 1(e) Not applicable
Item 1(f) Special Factors -- Background of and Reasons for
the Merger
Item 2(a)-(d), (g) Schedule 1
Item 2(e)-(f) During the last five years, none of the Partnership,
Century City or RHM nor, to the best of their
knowledge, any of the persons listed in Schedule 1
to the Proxy Statement (i) has been convicted in a
criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) was a party to a
civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of
which such person was or is subject to a judgment,
decree or final order enjoining further violations
of, or prohibiting activities subject to, federal
or state securities laws or finding any violation
of such laws.
Item 3(a)-(b) Special Factors -- Background of and Reasons for
the Merger; Special Factors -- Relationships Between
the Parties; Annex C to the Proxy Statement
Item 4(a) Summary -- Terms of the Merger; Special Factors --
Structure of the Merger; The Merger Agreement
Item 4(b) Summary -- Purpose of the Special Meeting; Summary
-- Terms of the Merger; Special Factors -- Structure
of the Merger; Special Factors -- Certain Effects
of the Merger; and The Merger Agreement
Item 5(a)-(g) Special Factors -- Relationships Between the
Parties; Special Factors -- Plans for the Partnership
After the Merger; Special Factors -- Certain Effects
of the Merger
Item 6(a) The Merger Agreement -- Financing of the Transaction
Item 6(b) The Merger Agreement -- Expenses of the Merger
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Item in Schedule 13E-3 Caption in Proxy Statement
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Item 6(c)-(d) Not applicable
Item 7(a)-(c) Summary -- Purpose of the Special Meeting; Summary --
Interests of Certain Persons in the
Merger; Summary -- Reasons for the Merger;
Special Factors -- Background of and
Reasons for the Merger; Special Factors --
Interests of Certain Persons in the
Merger; Conflicts of Interest
Item 7(d) Special Factors -- Certain Effects of the Merger;
Special Factors -- Income Tax Consequences; Special
Factors -- Accounting Treatment of the Merger; The
Merger Agreement -- General; The Merger Agreement --
Effective Time
Item 8(a)-(b) Special Factors -- Fairness of the Merger;
Recommendation of the Special Committee and
Position of Century City and RHM -- Position of
Century City and RHM With Respect to the Merger
Item 8(c) Summary -- Vote Required; Fairness of the Merger;
Recommendation of the Special Committee and Position
of Century City and RHM -- Recommendation of the
Special Committee -- Procedural Fairness
Item 8(d)-(f) Special Factors -- Background of and Reasons for
the Merger
Item 9(a)-(c) Special Factors -- Opinion of Financial Advisor;
Special Factors -- Appraisals; Special Factors
-- PKF Report; Special Factors --Background of
and Reasons for the Merger; Special
Factors --Fairness of the Merger;
Recommendation of the Special Committee
and Position of Century City and RHM;
Annex B to the Proxy Statement
Item 10(a)-(b) The Partnership -- Beneficial Ownership of
Class A Units and Transactions in Class A Units
by Certain Persons
Item 11 Not applicable
Item 12(a)-(b) Summary -- Vote Required; Summary --
Opinion of Financial Advisor;
Special Factors -- Fairness of the Merger;
Recommendation of the Special Committee
and Position of Century City and RHM --
Position of Century City and RHM With
Respect to the Merger; Special Factors --
Structure of the Merger
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Item in Schedule 13E-3 Caption in Proxy Statement
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Item 13(a) Summary-- No Appraisal Rights; The Proxy
Solicitation -- No Appraisal Rights
Item 13(b) Not applicable
Item 13(c) Not applicable
Item 14(a) Summary Financial Data; Consolidated Financial
Statements of AIRCOA Hotel Partners, L.P. and its
Subsidiary Operating Partnerships
Item 14(b) Not applicable
Item 15(a) Summary-- Interests of Certain Persons in the
Merger; Special Factors-- Background of and Reasons
for the Merger; Special Factors-- Interests of
Certain Persons in the Merger; Conflicts of
Interest; Special Factors-- Plans for the
Partnership After the Merger; The Merger Agreement
-- Financing of the Transaction
Item 15(b) Not applicable
Item 16 Proxy Statement and the related letter to
Unitholders, Notice of Special Meeting and Proxy
Item 17(a) Not applicable
Item 17(b) Fairness Opinion of Houlihan, Lokey, Howard &
Zukin (included as Annex B to the Proxy Statement);
Appraisal reports of Arthur Andersen LLP; Report
of PKF Consulting
Item 17(c) Merger Agreement by and among AIRCOA Hotel
Partners, L.P., AIRCOA Hospitality Services, Inc.,
Regal Hotel Management, Inc. and Regal Merger
Limited Partnership, dated May 2, 1997
(included as Annex A to the Proxy Statement)
Item 17(d) Proxy Statement and related letter to Unitholders,
Notice of Special Meeting and Proxy
Item 17(e) Not applicable
Item 17(f) Not applicable
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Item 1. Issuer and Class of Security Subject to the Transaction.
(a)-(b) The issuer which is the subject of the Rule 13E-3
transaction is the Partnership. The Partnership's principal
executive offices are located at 5775 DTC Boulevard, Englewood,
Colorado 80111. The Partnership's Class A Units and Class B Units
are the subject of the Rule 13E-3 transaction. The information
set forth in the section of the Proxy Statement entitled "Summary
- -- Record Date; Units Entitled to Vote; Quorum" is incorporated
herein by reference.
(c)-(d) The information set forth in the section of the
Proxy Statement entitled "Market for Partnership's Units;
Distributions" is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the section of the Proxy
Statement entitled "Special Factors -- Background of and Reasons
for the Merger" is incorporated herein by reference.
Item 2. Identity and Background.
(a)-(d), (g) The information set forth in Schedule 1 to the
Proxy Statement is incorporated herein by reference.
(e)-(f) During the last five years, none of the
Partnership, Century City or RHM nor, to the best of their
knowledge, any of the persons listed in Schedule 1 to the Proxy
Statement (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii)
was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining
further violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such
laws.
Item 3. Past Contacts, Transactions or Negotiations.
(a)-(b) The information set forth in the sections of the
Proxy Statement entitled "Special Factors -- Background of and
Reasons for the Merger" and "Special Factors -- Relationships
Between the Parties" and Annex C to the Proxy Statement is
incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth in the sections of the Proxy
Statement entitled "Summary -- Terms of the Merger", "Special
Factors -- Structure of the Merger" and "The Merger Agreement" is
incorporated herein by reference.
(b) The information set forth in the sections of the Proxy
Statement entitled "Summary -- Purpose of the Special Meeting",
"Summary -- Terms of the Merger", "Special
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Factors -- Structure of the Merger", "Special Factors -- Certain
Effects of the Merger" and "The Merger Agreement" is incorporated
herein by reference.
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(g) The information set forth in the sections of the
Proxy Statement entitled "Special Factors -- Relationships
Between the Parties", "Special Factors -- Plans for the
Partnership After the Merger" and "Special Factors -- Certain
Effects of the Merger" is incorporated herein
by reference.
Item 6. Source and Amount of Funds or Other Consideration.
(a) The information set forth in the section of the Proxy
Statement entitled "The Merger Agreement -- Financing of the
Merger" is incorporated herein by reference.
(b) The information set forth in the section of the Proxy
Statement entitled "The Merger Agreement -- Expenses of the
Merger" is incorporated herein by reference.
(c)-(d) Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
(a)-(c) The information set forth in the sections of the
Proxy Statement entitled "Summary -- Purpose of the Special
Meeting", "Summary -- Interests of Certain Persons in the
Merger", "Summary -- Reasons for the Merger", "Special Factors --
Background of and Reasons for the Merger", and "Special Factors
- -- Interests of Certain Persons in the Merger; Conflicts of
Interest" is incorporated herein by reference.
(d) The information set forth in the sections of the Proxy
Statement entitled "Special Factors -- Certain Effects of the
Merger", "Special Factors -- Income Tax Consequences", "Special
Factors -- Accounting Treatment of the Merger", "The Merger
Agreement -- General" and "The Merger Agreement -- Effective
Time" is incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a)-(b) The information set forth in the sections of the
Proxy Statement entitled "Special Factors -- Fairness of the
Merger; Recommendation of the Special Committee and Position of
Century City and RHM -- Position of Century City and RHM With
Respect to the Merger" is incorporated herein by reference.
(c) The information set forth in the sections of the Proxy
Statement entitled "Summary -- Vote Required" and "Special
Factors -- Fairness of the Merger; Recommendation
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of the Special Committee and Position of Century City and RHM --
Recommendation of the Special Committee -- Procedural Fairness"
is incorporated herein by reference.
(d)-(f) The information set forth in the sections of the
Proxy Statement entitled "Special Factors -- Background of and
Reasons for the Merger" is incorporated herein by reference.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(c) The information set forth in the sections of the
Proxy Statement entitled "Special Factors -- Opinion of Financial
Advisor", "Special Factors -- Appraisals", "Special Factors --PKF
Report, "Special Factors -- Background of and Reasons for the
Merger" and "Special Factors -- Fairness of the Merger;
Recommendation of the Special Committee and Position of Century
City and RHM" and Annex B to the Proxy Statement is incorporated
herein by reference.
Item 10. Interest in Securities of the Issuer.
(a)-(b) The information set forth in the section of the
Proxy Statement entitled "The Partnership -- Beneficial Ownership
of Class A Units and Transactions In Class A Units by Certain
Persons" is incorporated herein by reference.
Item 11. Contracts, Arrangements or Understandings With Respect to the
Issuer's Securities.
Not applicable.
Item 12. Present Intention and Recommendation of Certain Persons With
Regard to the Transaction.
(a)-(b) The information set forth in the sections of the
Proxy Statement entitled "Summary -- Vote Required", "Summary --
Opinion of Financial Advisor", "Special Factors -- Fairness of
the Merger; Recommendation of the Special Committee and Position
of Century City and RHM -- Position of Century City and RHM With
Respect to the Merger" and "Special Factors -- Structure of the
Merger" is incorporated herein by reference.
Item 13. Other Provisions of the Transaction.
(a) The information set forth in the sections of the Proxy
Statement entitled "Summary -- No Appraisal Rights" and "The
Proxy Solicitation -- No Appraisal Rights" is incorporated herein
by reference.
(b) Not applicable.
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(c) Not applicable.
Item 14. Financial Information.
(a) The information set forth in the sections of the Proxy
Statement entitled "Summary Financial Data" and "Index to
Financial Statements" is incorporated herein by reference.
(b) Not applicable.
Item 15. Persons and Assets Employed, Retained, Employed or Utilized.
(a) The information set forth in the sections of the Proxy
Statement entitled "Summary -- Interests of Certain Persons in
the Merger", "Special Factors -- Background of and Reasons for
the Merger", "Special Factors -- Interests of Certain Persons in
the Merger; Conflicts of Interest", "Special Factors -- Plans for
the Partnership After the Merger" and "The Merger Agreement --
Financing of the Merger" is incorporated herein by reference.
(b) Not applicable.
Item 16. Additional Information.
Reference is hereby made to the Proxy Statement and the
related letter to Unitholders, Notice of Special Meeting and
Proxy, copies of which are attached hereto as Exhibit (d)(1) and
which are incorporated herein in their entirety by reference.
Item 17. Material to be Filed as Exhibits.
(a) Not applicable.
(b)(1) Fairness Opinion of Houlihan, Lokey, Howard &
Zukin.*
(b)(2) Appraisal reports of Arthur Andersen LLP.
(b)(3) Report of PKF Consulting.
(c)(1) Merger Agreement by and among AIRCOA Hotel Partners, L.P.,
AIRCOA Hospitality Services, Inc., Regal Hotel Management, Inc. and
Regal Merger Limited Partnership, dated May 2, 1997.**
(d) Proxy Statement and related Letter to Unitholders, Notice
of Special Meeting and Proxy.
(e)-(f) Not applicable.
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* The information set forth in Annex B to the Proxy
Statement is incorporated herein by reference.
** The information set forth in Annex A to the Proxy
Statement is incorporated herein by reference.
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SIGNATURE
After due inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Dated: July 3, 1997
AIRCOA HOTEL PARTNERS, L.P.
By: AIRCOA Hospitality Services, Inc.,
General Partner
By: /s/ Douglas M. Pasquale
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Name: Douglas M. Pasquale
Title: President and Chief
Executive Officer
By: /s/ David C. Ridgley
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Name: David C. Ridgley
Title: Senior Vice President
and Chief Accounting
Officer
CENTURY CITY INTERNATIONAL HOLDINGS
LIMITED
By:_/s/_Lawrence LAU Siu Keung____
Name: Mr. Lawrence LAU Siu Keung
Title:Director
By:/s/ Kenneth NG Kwai Kai_________
Name: Kenneth NG Kwai Kai
Title:Director
REGAL HOTEL MANAGEMENT, INC.
By: /s/ Lyle L. Boll
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Name: Lyle L. Boll
Title: Vice President
By: /s/ Joel W. Hiser
Name: Lyle L. Boll
Title: Vice President
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Exhibit Index
Exhibit Document
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(b)(2) Appraisal reports of Arthur Andersen LLP.
(b)(3) Report of PKF Consulting.
(d) Proxy Statement and related letter to Unitholders,
Notice of Special Meeting and Proxy.