-----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, KSO38hnY1dU9A7RsRiDld1Q/rUU0kX96bhEID7HJZu6F9dn2SGO5CrSBA9r5bTly 6JOQ2sSH/FWkxrbCVVwstg== 0000950149-97-001710.txt : 19970918 0000950149-97-001710.hdr.sgml : 19970918 ACCESSION NUMBER: 0000950149-97-001710 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970912 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOUBLETREE CORP CENTRAL INDEX KEY: 0000923472 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 860762415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44311 FILM NUMBER: 97679872 BUSINESS ADDRESS: STREET 1: 410 N 44TH ST STREET 2: STE 700 CITY: PHOENIX STATE: AR ZIP: 85008 BUSINESS PHONE: 6022206666 MAIL ADDRESS: STREET 1: 410 NORTH 44TH STREET STREET 2: SUITE 700 CITY: PHOENIX STATE: AZ ZIP: 85008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RED LION CALIFORNIA LTD PARTNERSHIP CENTRAL INDEX KEY: 0001007347 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 911282913 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4001 MAIN ST CITY: VANCOUVER STATE: WA ZIP: 98663 BUSINESS PHONE: 3606960001 MAIL ADDRESS: STREET 1: 4001 MAIN ST CITY: VANCOUVER STATE: WA ZIP: 98663 SC 13D/A 1 SCHEDULE 13D AMENDMENT #2 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- SCHEDULE 13D (AMENDMENT NO. 2) Under the Securities Exchange Act of 1934 Doubletree Corporation --------------------------------- (Name of issuer) Common Stock, $.01 Par Value --------------------------------- (Title of class of securities) 258624 10 5 (CUSIP number) Red Lion, a California Limited Partnership, and RLA-GP, Inc. c/o Michael W. Michelson Kohlberg Kravis Roberts & Co. 2800 Sand Hill Road, Suite 200 Menlo Park, California 94025 (415) 233-6560 --------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) COPY TO: Tracy K. Edmonson, Esq. Latham & Watkins 505 Montgomery Street, Suite 1900 San Francisco, California 94111 (415) 391-0600 September 1, 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 statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Page 1 of 11 Pages Exhibit Index is on Page 4 2 This Amendment No. 2 to Schedule 13D is being filed on behalf of the undersigned Reporting Persons to amend the Schedule 13D dated November 18, 1996, as amended by Amendment No. 1 to Schedule 13D dated February 6, 1997 (as amended, the "Schedule 13D"), relating to shares of common stock, par value $0.01 per share (the "Doubletree Common Stock"), of Doubletree Corporation, a Delaware corporation ("Doubletree"). The principal executive offices of Doubletree are located at 410 North 44th Street, Suite 700, Phoenix, Arizona 85008. This Amendment No. 2 supplements and, to the extent inconsistent therewith, amends the information set forth in the Schedule 13D. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning set forth in the Schedule 13D. Item 4. Purpose of Transaction. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Items 4 and 6 to Schedule 13D are hereby amended, in pertinent part, as follows: On September 1, 1997, Red Lion entered into a Stockholder Support Agreement (the "1997 Stockholder Agreement") with GE Investment Management Incorporated, GE Investment Hotel Partners I, Limited Partnership, the Trustees of General Electric Pension Trust, Richard J. Ferris, Ridge Partners, L.P., Kelrick, Inc., Peter V. Ueberroth, The Ueberroth Family Trust and The Ueberroth Investment Trust for the benefit of Promus Hotel Corporation ("Promus"). Concurrently with the execution of the 1997 Stockholder Agreement, Doubletree, Promus and Parent Holding Corp., a Delaware corporation (the "Parent"), entered into the Agreement and Plan of Merger dated as of September 1, 1997 (the "1997 Merger Agreement"), pursuant to which, upon the terms and subject to the conditions thereof, (i) a newly formed subsidiary of the Parent will be merged with and into Doubletree (the "Doubletree Merger"), and (ii) a second newly formed subsidiary of the Parent will be merged with and into Promus whereby each of Doubletree and Promus will become a wholly owned subsidiary of the Parent and the stockholders of Doubletree and Promus will become stockholders of the Parent. Pursuant to the 1997 Stockholder Agreement, Red Lion, among other things, (i) agreed to vote all of its shares of Doubletree Common Stock in favor of adoption of the 1997 Merger Agreement and approval of the Doubletree Merger and the other transactions contemplated by the 1997 Merger Agreement, and (ii) represented that it did not have any present intention prior to the termination of the 1997 Stockholder Agreement to sell or otherwise dispose of any such shares of Doubletree Common Stock. A copy of the 1997 Stockholder Agreement is attached hereto as Exhibit 2 and is incorporated herein by reference in its entirety. Item 7. Material to be Filed as Exhibits. Exhibit 1 Joint Filing Agreement dated as of November 18, 1996 by and between Red Lion, a California Limited Partnership, and RLA-GP, Inc., a Delaware corporation, which was filed as Exhibit 1 to Schedule 13D filed on November 18, 1996 and is incorporated herein by reference. Exhibit 2 Stockholder Support Agreement dated as of September 1, 1997 by GE Investment Management Incorporated, GE Investment Hotel Partners I, Limited Partnership, the Trustees of General Electric Pension Trust, Red Lion, a California Limited Partnership, Richard J. Ferris, Ridge Partners, L.P., Kelrick, Inc., Peter V. Ueberroth, The Ueberroth Family Trust and The Ueberroth Investment Trust to and for the benefit of Promus Hotel Corporation. 2 3 SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 12, 1997 Red Lion, a California Limited Partnership By: RLA-GP, Inc., its General Partner By: /s/ Michael W. Michelson -------------------------------------- Name: Michael W. Michelson Title: Executive Vice President RLA-GP Inc., a Delaware corporation By: /s/ Michael W. Michelson -------------------------------------- Name: Michael W. Michelson Title: Executive Vice President S-1 4 EXHIBIT INDEX Page Number ------ Exhibit 1 Joint Filing Agreement dated as of November 18, 1996 by and between Red Lion, a California Limited Partnership, and RLA-GP, Inc., a Delaware corporation, which was filed as Exhibit 1 to Schedule 13D filed on November 18, 1996 and is incorporated herein by reference. Exhibit 2 Stockholder Support Agreement dated as of September 1, 1997 by GE Investment Management Incorporated, GE Investment Hotel Partners I, Limited Partnership, the Trustees of General Electric Pension Trust, Red Lion, a California Limited Partnership, Richard J. Ferris, Ridge Partners, L.P., Kelrick, Inc., Peter V. Ueberroth, The Ueberroth Family Trust and The Ueberroth Investment Trust to and for the benefit of Promus Hotel Corporation. 4 EX-99.2 2 STOCKHOLDER SUPPORT AGREEMENT 1 EXHIBIT 2 STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT dated as of September 1, 1997 (this "Agreement"), by GE Investment Management Incorporated ("GEIM"), GE Investment Hotel Partners I, Limited Partnership ("GEHOP" and together with GEIM, the "GE Entities"), the Trustees of General Electric Pension Trust ("GEPT"), Red Lion, a California limited partnership ("Red Lion"), Richard J. Ferris ("Ferris"), Ridge Partners, L.P. ("Ridge"), Kelrick, Inc. ("Kelrick" and together with Ferris and Ridge, the "Ferris Entities"), Peter V. Ueberroth ("Ueberroth"), The Ueberroth Family Trust ("Ueberroth FT") and The Ueberroth Investment Trust ("Ueberroth IT" and together with Ueberroth and Ueberroth FT, the "Ueberroth Entities"), to and for the benefit of Promus Hotel Corporation, a Delaware corporation ("Promus"). Each of the GE Entities, GEPT, Red Lion, the Ferris Entities and the Ueberroth Entities are referred to herein as a "Stockholder" and collectively as the "Stockholders." Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below. WHEREAS, as of the date hereof, the GE Entities own of record and beneficially 6,060,981 shares (such shares, together with any other voting or equity securities of Doubletree hereafter acquired by the GE Entities prior to the termination of this Agreement, being referred to herein collectively as the "GE Shares") of common stock, par value $.01 per share ("Doubletree Common Stock"), of Doubletree Corporation, a Delaware corporation ("Doubletree"); WHEREAS, as of the date hereof, GEPT owns of record and beneficially 3,027,441 shares (such shares, together with any other voting or equity securities of Doubletree hereafter acquired by GEPT prior to the termination of this Agreement, being referred to herein collectively as "GEPT Shares") of Doubletree Common Stock; WHEREAS, as of the date hereof, Red Lion owns of record and beneficially 3,882,283 shares (such shares, together with any other voting or equity securities of Doubletree hereafter acquired by Red Lion prior to the termination of this Agreement, being referred to herein collectively as the "Red Lion Shares") of Doubletree Common Stock; WHEREAS, as of the date hereof, the Ferris Entities own of record and beneficially 1,576,182 shares (such shares, together with any other voting or equity securities of Doubletree hereafter acquired by the Ferris Entities prior to the termination of this Agreement, being referred to herein collectively as the "Ferris Shares") of Doubletree Common Stock; WHEREAS, as of the date hereof, the Ueberroth Entities own of record and beneficially 1,124,182 shares (such shares, together with any other voting or equity securities of Doubletree hereafter acquired by the Ueberroth Entities prior to the termination of this Agreement, being referred to herein collectively as the "Ueberroth Shares" and, together with the GE Shares, the GEPT Shares, the Red Lion Shares and the Ferris Shares, the "Shares") of Doubletree Common Stock; WHEREAS, concurrently with the execution of this Agreement, Doubletree, Promus and Parent Holding Corp., a Delaware corporation ("Parent"), are entering into an 2 Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which, upon the terms and subject to the conditions thereof, (i) a newly formed subsidiary of Parent will be merged with and into Doubletree (the "Doubletree Merger"), and (ii) a second newly formed subsidiary of Parent will be merged with and into Promus (the "Promus Merger") such that Doubletree and Promus will become wholly-owned subsidiaries of Parent and the stockholders of Doubletree and Promus will become stockholders of Parent; and WHEREAS, as a condition to the willingness of Promus and Doubletree to enter into the Merger Agreement and the Stock Option Agreements (as defined in the Merger Agreement), Promus has requested the Stockholders agree, and in order to induce Promus to enter into the Merger Agreement and the Stock Option Agreements, the Stockholders are willing to agree, severally but not jointly, to vote in favor of adopting the Merger Agreement and approving the Doubletree Merger, upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree, severally and not jointly, as follows: Section 1. Voting of Shares. Until the termination of this Agreement in accordance with the terms hereof, each Stockholder hereby agrees that, at the Doubletree Stockholders' Meeting or any other meeting of the stockholders of Doubletree, however called, and in any action by written consent of the stockholders of Doubletree, such Stockholder will vote all of its respective Shares (a) in favor of adoption of the Merger Agreement and approval of the Doubletree Merger and the other transactions contemplated by the Merger Agreement, and (b) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon by the stockholders of Doubletree (or any class thereof). In addition, each Stockholder agrees that it will, upon request by Promus, furnish written confirmation, in form and substance reasonably satisfactory to Promus, of such Stockholder's support for the Merger Agreement and the Doubletree Merger. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Section 2. Transfer of Shares. Each Stockholder represents and warrants that it has no present intention of taking any action, prior to the termination of this Agreement in accordance with the terms hereof, to, directly or indirectly, (a) sell, assign, transfer (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law), pledge, encumber or otherwise dispose of any of its respective Shares, (b) deposit any of its respective Shares into a voting trust or enter into a voting agreement or arrangement with respect to any such Shares or grant any proxy or power of attorney with respect thereto which is inconsistent with this Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect sale, assignment, transfer (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law) or other disposition of any Shares. Section 3. No Solicitation. Prior to the termination of this Agreement in accordance with its terms, each Stockholder agrees (a) that it will not, nor will it authorize or 2 3 permit any of its officers, directors, employees, agents and representatives to, directly or indirectly, initiate or solicit any inquiries or the making of any Acquisition Proposal and (b) that it will notify Promus as soon as possible (and in any event within 48 hours) if any such inquiries or proposals are received by, any information or documents is requested from, or any negotiations or discussions are sought to be initiated or continued with, it or any of its affiliates. Section 4. Termination. This Agreement shall terminate upon the earliest to occur of (i) the Effective Time or (ii) any termination of the Merger Agreement in accordance with the terms thereof; provided that the provisions of Section 7 shall survive any termination of this Agreement, and provided further that no such termination shall relieve any party of liability for a breach hereof prior to termination. Section 5. Registration Rights. Until the termination of this Agreement in accordance with the terms hereof, no Stockholder will exercise any of its rights to request or require registration of any securities under the Incorporation and Registration Rights Agreement dated as of December 16, 1993, as amended on June 30, 1994, February 27, 1996 and November 8, 1996, by and among Doubletree and certain stockholders of Doubletree (the "Registration Rights Agreement). Section 6. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. Section 7. Miscellaneous. (a) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect thereto. This Agreement may not be amended, modified or rescinded except by an instrument in writing signed by each of the parties hereto. (b) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible. (c) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law thereof. (d) Notwithstanding anything herein to the contrary, the covenants and agreements set forth herein shall not prevent any of the Stockholders' designees, partners or 3 4 affiliates serving on the Board of Directors of Doubletree from taking any action, subject to the applicable provisions of the Merger Agreement, while acting in such capacity as a director of Doubletree. (e). Notwithstanding any provisions hereof, none of the obligations of any Stockholder under or contemplated by this Agreement shall be an obligation of (i) any officer, director, stockholder, limited partner, general partner or owner of such Stockholder, or any of their respective officers, directors, stockholders, limited partners, general partners or owners, or successors or assigns or (ii) any other Stockholder. Each Stockholder shall be the only person or entity liable with respect to its obligations. Any monetary liability of a Stockholder under this Agreement shall be satisfied solely out of the assets of such Stockholder. Each Stockholder hereby irrevocably waives any right it may have against any such officer, director, stockholder, limited partner, general partner, owner, successor or assign identified above as a result of the performance of the provisions under or contemplated by this Agreement. Nothing in this Section 7(e) shall prevent Promus from obtaining specific enforcement of the obligations of any Stockholder under this Agreement. (f) This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 4 5 Signature Page for Stockholder Support Agreement IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed by their respective duly authorized officers as of the date first written above. GE INVESTMENT MANAGEMENT INCORPORATED /s/ JOHN MYERS --------------------------------------------- By: John Myers Its: GE INVESTMENT HOTEL PARTNERS I, LIMITED PARTNERSHIP By: GE Investment Management Inc. Its: General Partner /s/ JOHN MYERS ---------------------------------------- By: John Myers Its: TRUSTEES OF GENERAL ELECTRIC PENSION TRUST /s/ JOHN MYERS --------------------------------------------- By: John Myers Its: RED LION By: RLA-GP, Inc. Its: General Partner /s/ MICHAEL MICHELSON ---------------------------------------- By: Michael Michelson Its: S-1 6 /s/ RICHARD J. FERRIS --------------------------------------------- Richard J. Ferris RIDGE PARTNERS, L.P. By: Kelrick, Inc. Its: General Partner /s/ RICHARD J. FERRIS ---------------------------------------- By: Richard J. Ferris Its: President KELRICK, INC. /s/ RICHARD J. FERRIS --------------------------------------------- By: Richard J. Ferris Its: President /s/ PETER V. UEBERROTH --------------------------------------------- Peter V. Ueberroth THE UEBERROTH FAMILY TRUST /s/ PETER V. UEBERROTH --------------------------------------------- By: Peter V. Ueberroth Its: Trustee S-2 7 Signature Page for Stockholder Support Agreement THE UEBERROTH INVESTMENT TRUST /s/ Alice J. Saviez ------------------------------ By: Alice J. Saviez Its: Trustee Agreed and Acknowledged: PROMUS HOTEL CORPORATION /s/ RAYMOND E. SCHULTZ ------------------------------------- By: Raymond E. Schultz Its: President and Chief Executive Officer S-3 -----END PRIVACY-ENHANCED MESSAGE-----