SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
May 8, 1997
AIRCOA HOTEL PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
State of Delaware
(State or other jurisdiction of incorporation)
1-9563 84-1042607
(Commission File Number) (IRS Employer Identification No.)
5775 DTC Boulevard, Suite 300
Englewood, Colorado 80111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(303) 220-2000
Item 5. Other Events.
The following press release was issued on May 5, 1997.
AIRCOA HOTEL PARTNERS, L.P.
AGREES TO MERGER TRANSACTION
Englewood, Colorado, May 5, 1997 -- AIRCOA Hotel Partners, L.P. (AMEX:AHT), a
Denver-based master limited partnership (the "Partnership" or "AHP") engaged in
the ownership of hotels, announced today that it has agreed to be merged with a
subsidiary of Regal Hotel Management, Inc. ("RHM"). In the merger, all Class A
Units and Class B Units in the Partnership not currently held by RHM or its
affiliates will be converted into the right to receive $3.10 per Class A Unit
and $20.00 per Class B Unit in cash.
The acquisition would be made by means of a merger of a subsidiary limited
partnership owned by RHM into AHP. The completion of the merger and the
resulting acquisition of the interests of unaffiliated unitholders is subject to
the approval of the merger by unitholders owning a majority interest of the
Partnership's units at a special meeting.
Presently, RHM and its affiliates own 71% of the Class A Units and 93.6% of the
Class B Units. RHM and its affiliates have agreed to vote in favor of the merger
thus assuring its approval. Although no date has been set for the special
meeting, it is presently expected that the meeting will be held, and the merger
will be consummated, during the third quarter of 1997.
RHM had originally proposed to acquire the interests of non-affiliated
unitholders in the Partnership in December 1996 for $2.35 per Class A Unit and
$16.80 per Class B Unit. AHP referred consideration of RHM's proposal to a
special committee comprised of independent members of the Partnership's Advisory
Committee. Pursuant to negotiations between the special committee and RHM, RHM
agreed to increase the merger consideration to $3.10 per Class A Unit and $20.00
per Class B Unit. The special committee determined that such increased merger
consideration is fair to, and in the best interests of, unaffiliated unitholders
of the Partnership and recommended approval of the merger transaction by the
Board of Directors of the Partnership's General Partner.
The Board of Directors approved RHM's revised merger proposal at a meeting held
May 2.
In conjunction with approval of the merger transaction, the General Partner has
amended the AHP Partnership Agreement in order to defer the mandatory conversion
of Class B Units into Class A Units. The amendment provides that the 250,000
Class B Units scheduled to convert into additional Class A Units during 1997
will convert on the earliest to occur of (i) any termination of the definitive
merger agreement; (ii) the record date for any vote of the Class A Unitholders,
(other than the vote on merger), (iii) the record date for any distribution by
the Partnership to holders of Class A Units and (iv) September 30, 1997. The
number of Class A Units to be received upon conversion of a Class B Unit will be
determined by dividing $20.00 by the average of the closing prices of Class A
Units for the five trading days ending on May 30, 1997. In light of the
likelihood of completion of the merger, the General Partner adopted this
amendment in
order to avoid administrative and other issues arising from the issuance of
additional Class A Units pursuant to the conversion.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AIRCOA HOTEL PARTNERS, L.P.
By: AIRCOA Hospitality Services, Inc.,
General Partner
Date: May 8, 1997 By:/s/ Douglas M. Pasquale
---------------- ----------------------------------
Douglas M. Pasquale
President and Director
(Principal Executive and
Financial Officer)