<PAGE> 1
As filed with the Securities and Exchange Commission on December 19, 1996
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________
DOUBLETREE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 86-0762415
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
____________________
410 North 44th Street, Suite 700
Phoenix, Arizona 85008
(602) 2220-6666
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
____________________
The 1994 Equity Participation Plan of Doubletree Corporation
(Full title of Plan)
____________________
Copy to:
DAVID L. STIVERS KIMBERLY L. WILKINSON
Senior Vice President, Latham & Watkins
General Counsel and Secretary 505 Montgomery Street, Suite 1900
Doubletree Corporation San Francisco, California 94111
410 North 44th Street, Suite 700 (415) 391-0600
Phoenix, Arizona 85008
(602) 220-6666
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
=============================================================================================================
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value.......... 1,300,000 Shares $51,675,000 $39.75 $15,660.00
=============================================================================================================
</TABLE>
(1) The 1994 Equity Participation Plan (the "Plan") authorizes the issuance of
a maximum of 3,300,000 shares of Common Stock, $.01 par value (the "Common
Stock") of Doubletree Corporation (the "Company") upon the exercise of
options, stock appreciation rights and other awards, 1,300,000 of which
are being registered hereunder. The remaining 2,000,000 shares were
registered on a Registration Statement on Form S-8 filed on May 15, 1995
(File No. 33-92354) with the Securities and Exchange Commission (the
"Commission"). No options, stock appreciation rights,or other awards have
been granted with respect to the 1,300,000 shares being registered
hereunder.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933, as amended (the "Act"). The
Proposed Maximum Offering Price Per Share is the average of the high and
low prices of the Common Stock as listed on the Nasdaq National Market on
December 13, 1996 (which were $40.00 and $39.50, respectively).
===============================================================================
Proposed sale to take place as soon after the effective date of the
Registration Statement as options granted under the Plan are exercised.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF PRIOR REGISTRATION STATEMENT
- ---------------------------------------------
By Registration Statement on Form S-8 filed with the Commission on May 15, 1995
(File No. 33-92354) (the "Prior Registration Statement"), Doubletree
Corporation, a Delaware corporation (the "Company"), previously registered
2,000,000 shares of Common Stock of the Company which have been reserved for
issuance. The contents of the Prior Registration Statement are incorporated
herein by reference to the extent not modified or superseded hereby by any
subsequently filed document which is incorporated by reference herein.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed with the
Commission by Company are hereby incorporated by reference in this Registration
Statement:
1. The Company's Registration Statement on Form S-3
(Registration No. 333-4256) filed with the Commission on May 6, 1996
which contains audited financial statements for the Company's fiscal
year ended December 31, 1995;
2. The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1996, June 30, 1996 and September 30,
1996;
3. All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the
audited financial statements contained in the registration document
referred to in 1 above; and
4. The description of the Company's Common Stock contained
in the Form 8-A Registration Statement used to register the Common
Stock and filed with the Commission (file No. 0-24392), which was
declared effective by the Commission on July 1, 1994, including any
subsequently filed amendments and reports updating such description.
In addition to the foregoing documents, all documents filed by
the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the respective dates of filing
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
2
<PAGE> 3
ITEM 8. EXHIBITS
The following exhibits are included as part of this
Registration Statement:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
5 Opinion of Latham & Watkins.
10(a)* The 1994 Equity Participation Plan of Doubletree Corporation.
10(b)* First Amendment to The 1994 Equity Participation Plan of
Doubletree Corporation.
10(c) Second Amendment to The 1994 Equity Participation Plan of
Doubletree Corporation.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Latham & Watkins (included in Exhibit 5).
24 Powers of Attorney.
- -----------
* Incorporated by reference to the Company's Registration on Form S-8 (File
No. 33-92354), filed with the Commission on May 15, 1995.
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Phoenix, State of Arizona, on this 31st day of
October 1996.
DOUBLETREE CORPORATION,
a Delaware corporation
By: *
------------------------------
Richard J. Ferris
Co-Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in the
capacities indicated on October 31, 1996.
SIGNATURE TITLE
--------- -----
* Co-Chairman of the Board
- -------------------------------- and Director
Richard J. Ferris (Principal Executive Officer)
* Co-Chairmen of the Board and
- -------------------------------- Director
Peter V. Ueberroth
/s/ WILLIAM L. PEROCCHI Executive Vice President, Chief
- -------------------------------- Financial Officer and Treasurer
William L. Perocchi (Principal Financial and
Accounting Officer)
* Director
- --------------------------------
William R. Fatt
* Director
- --------------------------------
Dale F. Frey
* Director
- --------------------------------
Ronald K. Gamey
* Director
- --------------------------------
Richard M. Kelleher
* Director
- -------------------------------
Norman B. Leventhal
* Director
- -------------------------------
John H. Myers
BY: /s/ DAVID L. STIVERS
----------------------------
David L. Stivers
As Attorney-in-fact
4
<PAGE> 5
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
- ------- ----------------------
5 Opinion of Latham & Watkins.
10(a)* The 1994 Equity Participation Plan of Doubletree Corporation.
10(b)* First Amendment to The 1994 Equity Participation Plan of
Doubletree Corporation.
10(c) Second Amendment to The 1994 Equity Participation Plan of
Doubletree Corporation.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Latham & Watkins (included in Exhibit 5).
24 Powers of Attorney.
- ---------
* Incorporated by reference to the Company's Registration on Form S-8
(File No. 33-92354), filed with the Commission on May 15, 1995.
<PAGE> 1
EXHIBIT 10(c)
SECOND AMENDMENT TO THE 1994 EQUITY PARTICIPATION PLAN
OF DOUBLETREE CORPORATION
This Second Amendment to the 1994 Equity Participation Plan of
Doubletree Corporation (the "Amendment") is adopted by Doubletree Corporation,
a Delaware corporation (the "Company"), effective as of April 22, 1996.
RECITALS:
A. The Company's 1994 Equity Participation Plan (the "Incentive Plan")
was adopted by the Board of Directors (the "Board") on June 3, 1994, and
approved by the stockholders of the Company on June 30, 1994. On January 27,
1995, the Board adopted, and on April 25, 1995, the stockholders of the Company
approved the First Amendment to the Incentive Plan.
B. The Incentive Plan currently states that shares of stock of the
Company subject to the Incentive Plan shall not exceed 2,000,000. This second
amendment increases the aggregate number of shares of stock subject to the
Incentive Plan from 2,000,000 to 3,300,000.
C. Section 10.2 of the Incentive Plan provides that the Board may
amend the Incentive Plan, subject in certain instances to receipt of approval
of the stockholders of the Company.
D. Effective February 13, 1996, the Board unanimously recommended and
the Board unanimously adopted this Second Amendment in the form given below
("Second Amendment").
E. The Second Amendment was approved by the stockholders of the
Company at its Annual Meeting of Stockholders held on April 22, 1996.
SECOND AMENDMENT
1. Section 2.1(a) of the Incentive Plan is hereby amended to read in
its entirety as follows:
"2.1 Shares Subject to Plan.
----------------------
(a) The shares of stock subject to Options, awards of
Restricted Stock, Performance Awards, Dividend Equivalents, awards of
Deferred Stock, Stock Payments or Stock Appreciation Rights shall be
Common Stock, initially shares of the Company's Common Stock, par value
$.01 per share. The aggregate number of such shares which may be issued
upon exercise of such options or rights or upon any such awards under
the Plan shall not exceed three million three hundred thousand
(3,300,000). The shares of Common Stock issuable upon exercise of such
options or rights or upon any such awards may be either previously
authorized but unissued shares or treasury shares."
The undersigned, David L. Stivers, Secretary of the Company, hereby
certifies that the Board and the stockholders of the Company adopted the
foregoing Second Amendment as stated above.
Executed at Phoenix, Arizona this 22nd day of April, 1996.
/s/ DAVID L. STIVERS
----------------------------------
David L. Stivers, Secretary
<PAGE> 1
EXHIBIT 5
[LATHAM & WATKINS LETTERHEAD]
-----------------
December 17, 1996
Doubletree Corporation
410 North 44th Street
Suite 700
Phoenix, Arizona 85008
Ladies and Gentlemen:
At your request we have examined the Registration Statement on
Form S-8 (the "Registration Statement") to be filed by you with the Securities
and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 1,300,000 share (the "Shares") of common
stock, $.01 par value, of Doubletree Corporation (the "Company") issuable upon
exercise of options granted under the 1994 Equity Participation Plan of
Doubletree Corporation, as amended (the "1994 Plan").
We have examined such matters of fact and questions of law as
we have considered appropriate for purposes of rendering the opinions expressed
below.
We are opining herein as to the effect on the subject
transaction of only the General Corporation Law of the State of Delaware and we
express no opinion with respect to the applicability thereto or the effect
thereon of any other laws or as to any matters of municipal law or any other
local agencies within any state.
Subject to the foregoing and in reliance thereon it is our
opinion that upon the exercise of options granted pursuant to the 1994 Plan and
the issuance and sale of the Shares, each in the manner contemplated by the
1994 Plan and the Registration Statement, and subject to the Company completing
all action and proceedings required on its part to be taken prior to the
issuance of the Shares pursuant to the terms of the 1994 Plan and the
Registration Statement, including, without limitation, collection of required
payment for the Shares, the Shares will be validly issued, fully paid and
nonassessable securities of the Company.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LATHAM & WATKINS
<PAGE> 1
EXHIBIT 23(a)
The Board of Directors
Doubletree Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KMPG PEAT MARWICK LLP
Orange County, California
December 16, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
Richard J. Ferris does hereby constitute and appoint David L. Stivers
as his attorney-in-fact and agent, with full power of substitution and
resubstitution for him in any and all capacities, to sign the Registration
Statement on Form S-8 to be filed in connection with the registering of an
additional 1,300,000 shares of Doubletree Corporation's common stock under the
Doubletree Corporation 1994 Equity Participation Plan and all amendments or
post-effective amendments to the Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorney-in-fact and agent or his or her
substitutes may do or cause to be done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ RICHARD J. FERRIS
---------------------------------
Richard J. Ferris
<PAGE> 2
POWER OF ATTORNEY
Peter V. Ueberroth does hereby constitute and appoint David L. Stivers
as his attorney-in-fact and agent, with full power of substitution and
resubstitution for him in any and all capacities, to sign the Registration
Statement on Form S-8 to be filed in connection with the registering of an
additional 1,300,000 shares of Doubletree Corporation's common stock under the
Doubletree Corporation 1994 Equity Participation Plan and all amendments or
post-effective amendments to the Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorney-in-fact and agent or his or her
substitutes may do or cause to be done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ PETER V. UEBERROTH
---------------------------------
Peter V. Ueberroth
<PAGE> 3
POWER OF ATTORNEY
William R. Fatt does hereby constitute and appoint David L. Stivers
as his attorney-in-fact and agent, with full power of substitution and
resubstitution for him in any and all capacities, to sign the Registration
Statement on Form S-8 to be filed in connection with the registering of an
additional 1,300,000 shares of Doubletree Corporation's common stock under the
Doubletree Corporation 1994 Equity Participation Plan and all amendments or
post-effective amendments to the Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorney-in-fact and agent or his or her
substitutes may do or cause to be done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ WILLIAM R. FATT
---------------------------------
William R. Fatt
<PAGE> 4
POWER OF ATTORNEY
Dale F. Frey does hereby constitute and appoint David L. Stivers
as his attorney-in-fact and agent, with full power of substitution and
resubstitution for him in any and all capacities, to sign the Registration
Statement on Form S-8 to be filed in connection with the registering of an
additional 1,300,000 shares of Doubletree Corporation's common stock under the
Doubletree Corporation 1994 Equity Participation Plan and all amendments or
post-effective amendments to the Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorney-in-fact and agent or his or her
substitutes may do or cause to be done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ DALE F. FREY
---------------------------------
Dale F. Frey
<PAGE> 5
POWER OF ATTORNEY
Ronald K. Gamey does hereby constitute and appoint David L. Stivers
as his attorney-in-fact and agent, with full power of substitution and
resubstitution for him in any and all capacities, to sign the Registration
Statement on Form S-8 to be filed in connection with the registering of an
additional 1,300,000 shares of Doubletree Corporation's common stock under the
Doubletree Corporation 1994 Equity Participation Plan and all amendments or
post-effective amendments to the Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorney-in-fact and agent or his or her
substitutes may do or cause to be done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ RONALD K. GAMEY
---------------------------------
Ronald K. Gamey
<PAGE> 6
POWER OF ATTORNEY
Richard M. Kelleher does hereby constitute and appoint David L. Stivers
as his attorney-in-fact and agent, with full power of substitution and
resubstitution for him in any and all capacities, to sign the Registration
Statement on Form S-8 to be filed in connection with the registering of an
additional 1,300,000 shares of Doubletree Corporation's common stock under the
Doubletree Corporation 1994 Equity Participation Plan and all amendments or
post-effective amendments to the Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorney-in-fact and agent or his or her
substitutes may do or cause to be done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ RICHARD M. KELLEHER
---------------------------------
Richard M. Kelleher
<PAGE> 7
POWER OF ATTORNEY
Norman B. Leventhal does hereby constitute and appoint David L. Stivers
as his attorney-in-fact and agent, with full power of substitution and
resubstitution for him in any and all capacities, to sign the Registration
Statement on Form S-8 to be filed in connection with the registering of an
additional 1,300,000 shares of Doubletree Corporation's common stock under the
Doubletree Corporation 1994 Equity Participation Plan and all amendments or
post-effective amendments to the Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorney-in-fact and agent or his or her
substitutes may do or cause to be done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ NORMAN B. LEVENTHAL
---------------------------------
Norman B. Leventhal
<PAGE> 8
POWER OF ATTORNEY
John H. Myers does hereby constitute and appoint David L. Stivers
as his attorney-in-fact and agent, with full power of substitution and
resubstitution for him in any and all capacities, to sign the Registration
Statement on Form S-8 to be filed in connection with the registering of an
additional 1,300,000 shares of Doubletree Corporation's common stock under the
Doubletree Corporation 1994 Equity Participation Plan and all amendments or
post-effective amendments to the Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifying
and confirming all that each of such attorney-in-fact and agent or his or her
substitutes may do or cause to be done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ JOHN H. MYERS
---------------------------------
John H. Myers
