- ----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
AMENDMENT NO. 2 TO
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.
---------------------------
(Name of the Issuer)
AIRCOA Hotel Partners, L.P.
AIRCOA Hospitality Services, Inc.
Century City International Holdings Limited
Regal Hotel Management, Inc.
Regal Merger Limited Partnership
(Name of Persons Filing Statement)
-------------
Class A Limited Partnership Units
(Title of Class of Securities)
009293-10-1
(CUSIP Number of Class of Securities)
-------------
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
-------------
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]
=======================================================================
INTRODUCTORY STATEMENT
This Amendment No. 2 to Rule 13E-3 Transaction Statement is
being filed by AIRCOA Hotel Partners, L.P. (the "Partnership"),
AIRCOA Hospitality Services, Inc., the general partner of the
Partnership (the "General Partner"), Century City International
Holdings Limited ("Century City"), Regal Hotel Management, Inc.
("RHM") and Regal Merger Limited Partnership, a wholly owned
subsidiary of RHM ("Regal"), and amends and supplements the Rule
13E-3 Transaction Statement on Schedule 13E-3 filed with the
Securities and Exchange Commission on July 7, 1997 in connection
with the proposed merger of Regal 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. Each of RHM and the
General Partner is owned wholly or substantially by Regal Hotels
International Holdings Limited ("Regal Holdings"), which in turn
is an indirect subsidiary of Century City.
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, the General Partner and the Partnership (the "Merger
Agreement"), pursuant to which (a) Regal will merge with and into
the Partnership, which will become an indirect wholly owned
subsidiary of RHM and its affiliates, and (b) each holder (other
than RHM 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 RHM 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
- ---------------------- --------------------------
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) Introduction; Summary -- Certain Relationships;
Schedule 1
Item 2(e)-(f) During the last five years, none of the Partnership,
the General Partner, Century City, RHM or Regal
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
2
Item in Schedule 13E-3 Caption in Proxy Statement
- ---------------------- --------------------------
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 the Related Persons -- Position of
the Related Persons With Respect to the Merger
Item 8(c) Summary -- Vote Required; Fairness of the Merger;
Recommendation of the Special Committee and Position
of the Related Persons -- 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 the Related Persons;
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 the Related Persons --
Position of the Related Persons With
Respect to the Merger; Special Factors --
Structure of the Merger
3
Item in Schedule 13E-3 Caption in Proxy Statement
- ---------------------- --------------------------
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
4
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) This Rule 13E-3 Transaction Statement is being
filed by the Partnership and affiliates of the Partnership. In
addition, the information set forth in the Introduction to the
Proxy Statement, in the section of the Proxy Statement entitled
"Summary -- Certain Relationships" and in Schedule 1 to the Proxy
Statement is incorporated herein by reference.
(e)-(f) During the last five years, none of the Partnership,
the General Partner, Century City, RHM or Regal 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
5
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
the Related Persons -- Position of the Related Persons 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
6
of the Special Committee and Position of the Related Persons --
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 the
Related Persons" 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 the Related Persons -- Position of the Related Persons 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.
7
(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.
- --------------
* 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.
8
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: August 27, 1997
AIRCOA HOTEL PARTNERS, L.P.
By: AIRCOA Hospitality Services, Inc.,
General Partner
By: /s/ Douglas M. Pasquale
--------------------------------
Name: Douglas M. Pasquale
Title: President and Chief
Executive Officer
By: /s/ David C. Ridgley
---------------------------------
Name: David C. Ridgley
Title: Senior Vice President
and Chief Accounting
Officer
AIRCOA HOSPITALITY SERVICES, INC.
By: /s/ Douglas M. Pasquale
--------------------------------
Name: Douglas M. Pasquale
Title: President and Chief
Executive Officer
By: /s/ David C. Ridgley
--------------------------------
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
--------------------------------
Name: Lyle L. Boll
Title: Vice President
By: /s/ Joel W. Hiser
--------------------------------
Name: Lyle L. Boll
Title: Vice President
REGAL MERGER LIMITED PARTNERSHIP
By: Regal Hotel Management, Inc.,
General Partner
By: /s/ Lyle L. Boll
--------------------------------
Name: Lyle L. Boll
Title: Vice President
By: /s/ Michael Sheh
--------------------------------
Name: Michael Sheh
Title: Executive Vice President
9
Exhibit Index
Exhibit Document
- ------- --------
(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.