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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
CUSIP No. |
756764106 |
SCHEDULE 13G | Page | 2 |
of | 6 |
1 | NAMES OF REPORTING PERSONS: | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Donald K. Barbieri |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United States of America | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 1,098,731 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 804,366 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 1,098,731 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
804,366 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
1,903,097 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
14.5% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
CUSIP No. |
756764106 |
SCHEDULE 13G | Page | 3 |
of | 6 |
1 | NAMES OF REPORTING PERSONS: DKB and HHB Unity Trust |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
91-6365600 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): Not Applicable |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Washington, U.S.A. | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 804,366 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
804,366 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
804,366 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
6.1% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO |
CUSIP No. |
756764106 |
SCHEDULE 13G | Page | 4 |
of | 6 |
Item |
1 | |||||
(a) |
Name of Issuer: | |||||
Red Lion Hotels Corporation | ||||||
(b) | Address of Issuers Principal Executive Offices: | |||||
201 W. North River Drive, Suite 100 Spokane, WA 99201 |
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Item | 2 | |||||
(a) | Name of Persons Filing: * | |||||
(1) Donald K. Barbieri (2) DKB and HHB Unity Trust |
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* This Schedule 13G/A is subject to a Joint Filing Agreement filed as an exhibit to the Schedule 13G on February 14, 2005. | ||||||
(b) | Address of Principal Business Office or, if None, Residence: | |||||
201 W. North River Drive, Suite 100,
Spokane, WA 99201** ** This address applies to all persons specified above in item 2(a) |
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(c) | Citizenship: | |||||
(1) United States of America (2) Washington, U.S.A. |
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(d) |
Title of Class of Securities: | |||||
Common Stock |
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(e) | CUSIP Number: | |||||
756764106 |
Item | 3 | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is a: Not Applicable. |
CUSIP No. |
756764106 |
SCHEDULE 13G | Page | 5 |
of | 6 |
(a) | Amount beneficially owned: | |
As of December 31, 2005, 1,903,097 shares may be deemed beneficially owned within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 by Donald K. Barbieri, which includes 666 shares held in Mr. Barbieris 401(k) and 804,366 shares held by the DKB and HHB Unity Trust, an irrevocable trust, of which Donald K. Barbieri and his ex-spouse, Heather H. Barbieri, are co-trustees. Mr. Barbieri otherwise disclaims beneficial ownership of the shares held by the DKB and HHB Unity Trust. | ||
804,366 shares are beneficially owned by the DKB and HHB Unity Trust. | ||
(b) | Percent of class: | |
For information regarding percent of class with respect to the above listed shares, refer to Item 11 of the Cover Pages. | ||
(c) | Number of shares as to which the person has: | |
For information on voting and dispositive power with respect to the above listed shares, refer to Items 5-8 of the Cover Pages. |
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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 [ ]. Not Applicable. |
||
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 or Control Person Not Applicable. |
|
Item 8 | Identification and Classification of Members of the Group Not Applicable. |
|
Item 9 | Notice of Dissolution of Group Not Applicable. |
|
Item 10 | Certification. Not Applicable. |
CUSIP No. |
756764106 |
SCHEDULE 13G | Page | 6 |
of | 6 |
Dated: February 14, 2006 | /s/ Donald K. Barbieri | |||
Donald K. Barbieri | ||||
DKB AND HHB UNITY TRUST |
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/s/ Donald K. Barbieri | ||||
Name: | Donald K. Barbieri | |||
Title: | Trustee | |||