<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
DOUBLETREE CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
258624 10 5
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(CUSIP Number)
William L. Perocchi
410 North 44th Street, Suite 700
Phoenix, Arizona 85508
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 24, 1996
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(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
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
1 4
CUSIP No. 258624 10 5 Page ______ of ______ Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter V. Ueberroth, Co-Trustee of The Ueberroth Family Trust
established by trust agreement dated June 27, 1986
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
-0- shares of Common Stock (See Item 5)
SHARES
_________________________________________________________________
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
707,459 shares of Common Stock (See Item 5)
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
-0- shares of Common Stock (See Item 5)
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
707,459 shares of Common Stock (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
00
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
SEC 1746 (9-88)
<PAGE> 3
SCHEDULE 13D
2 4
CUSIP No. 258624 10 5 Page ______ of ______ Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Virginia M. Ueberroth, Co-Trustee of The Ueberroth Family Trust
established by trust agreement dated June 27, 1986
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
-0- shares of Common Stock (See Item 5)
SHARES
_________________________________________________________________
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
707,459 shares of Common Stock (See Item 5)
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0- shares of Common Stock (See Item 5)
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
707,459 shares of Common Stock (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
00
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
SEC 1746 (9-88)
<PAGE> 4
SCHEDULE 13D
3 4
CUSIP No. 258624 10 5 Page ______ of ______ Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alice J. Saviez, Trustee of the Ueberroth Investment Trust
established by trust agreement dated June 10, 1994
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0- shares of Common Stock (See Item 5)
SHARES
_________________________________________________________________
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
160,973 shares of Common Stock (See Item 5)
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0- shares of Common Stock (See Item 5)
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
160,973 shares of Common Stock (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
00
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
SEC 1746 (9-88)
<PAGE> 5
SCHEDULE 13D
4 4
CUSIP No. 258624 10 5 Page ______ of ______ Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter V. Ueberroth
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
-0- shares of Common Stock (See Item 5)
SHARES
_________________________________________________________________
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
1,080,432 shares of Common Stock (See Item 5)
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0- shares of Common Stock (See Item 5)
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
1,080,432 shares of Common Stock (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
SEC 1746 (9-88)
<PAGE> 6
DOUBLETREE CORPORATION
COMMON STOCK
CUSIP NO. 258624 10 5
AMENDMENT NO. 4 TO
SCHEDULE 13D
This Amendment No. 4 to Schedule 13D (the "Amendment") is being filed
on behalf of Peter V. Ueberroth and Virginia M. Ueberroth, as co-trustees of The
Ueberroth Family Trust (the "1986 Trust"), Alice J. Saviez, as trustee of The
Ueberroth Investment Trust (the "1994 Trust") and Peter V. Ueberroth as an
individual (collectively, the "Reporting Entities") to amend the Schedule 13D
filed on behalf of the Reporting Entities on November 18, 1994, Amendment No. 1
to Schedule 13D filed on behalf of the Reporting Entities on June 2, 1995 and
Amendment No. 2 to Schedule 13D filed on behalf of the Reporting Entities on
June 22, 1995 and Amendment No. 3 to Schedule 13D filed on behalf of the
Reporting Entities on May 14, 1996 (collectively, the "Schedule 13D"), relating
to the common stock, par value $.01 ("Common Stock"), of Doubletree
Corporation, a Delaware corporation (the "Company" or "Doubletree").
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per
share (the "Common Stock"), issued by the Company, whose principal executive
offices are at 410 North 44th Street, Suite 700, Phoenix, Arizona 85008.
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D is hereby amended in pertinent part, as follows:
On April 30, 1996, the Company filed a Registration Statement
on Form S-3, as amended by Amendment No. 1 filed on May 7, 1996 (the
"Registration Statement") with the Securities and Exchange Commission
registering an aggregate of 3,682,000 (excluding 552,300 additional shares which
were sold by the Company to cover over-allotments) for sale to the public (the
"Securities"). On May 20, 1996, the Registration Statement was declared
effective by the Commission, and on May 24, 1996, the sale of the Securities was
completed. Of the Securities, 212,000 shares were sold by the 1994 Trust. The
Registration Statement is listed as an exhibit to this Amendment and is
incorporated herein by reference. The terms and conditions of the sale of the
Securities to the public are set forth in an underwriting agreement (the
"Underwriting Agreement"), which was entered into on May 20, 1996. The
Underwriting Agreement is listed as an exhibit to this Amendment and is
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 of Schedule 13D is hereby amended, in pertinent part, as
follows:
(e) By reason of the sale of 212,000 shares by the 1994
Trust on May 24, 1996, the Reporting Entities ceased to be the owners of more
than five percent of the Company's outstanding shares of Common Stock.
<PAGE> 7
Item 7. Materials to be filed as Exhibits.
* 1. There is filed herewith as Exhibit "A" an Agreement
Regarding Liquidation dated as of October 31, 1994, by and among GE Investment
Hotel Partners I, Limited Partnership, a Delaware limited partnership ("GEHOP"),
Ridge Partners, L.P., a Delaware limited partnership ("Ridge Partners") the 1986
Trust, the 1994 Trust and GQ Equities Limited, a Delaware corporation.
* 2. There is filed herewith as Exhibit "B" a Stockholders
Agreement dated as of June 30, 1994 among the Company, the Partnership, Canadian
Pacific Hotels (U.S.), Inc., a Delaware corporation ("CPHUS"), MetPark Funding,
Inc., a Delaware corporation ("MetPark"), GEHOP, Ridge Partners, the 1986 Trust,
and the 1994 Trust.
* 3. There is filed herewith as Exhibit "C" an Amendment No.
1 to Incorporation and Registration Rights Agreement dated as of June 30, 1994
by and among Doubletree Partners, a Delaware general partnership, the Company,
GQ Owners, GEHOP, MetPark, the 1986 Trust, the 1994 Trust, Ferris and Ridge
Partners.
* 4. There is filed herewith as Exhibit "D" an Agreement of
Limited Partnership for GQ Owners dated December 1993.
** 5. Registration Statement on Form S-1 filed by the Company
with the Commission on May 25, 1995, as amended by Amendment No. 1 filed with
the Commission on June 13, 1995 and post-effective Amendment No. 1 filed with
the Commission on June 15, 1995.
2
<PAGE> 8
** 6. Underwriting Agreement, dated June 13, 1995, among the
Company the Selling Stockholder, the 1994 Trust and the underwriters.
7. Registration Statement on Form S-3 filed by the Company
with the Commission on April 30, 1996, as amended by Amendment No. 1 filed with
the Commission on May 7, 1996 (Previously filed by the Company in Registration
No. 333-4256 and incorporated by reference herein pursuant to Rule 12b-32 of the
Securities Exchange Act of 1934, as amended).
8. Form of Underwriting Agreement, among the Company,
certain selling stockholders, the 1994 Trust and the underwriters (Previously
filed by the Company in Registration No. 333-4256 and incorporated by reference
herein pursuant to Rule 12b-32 of the Securities Exchange Act of 1934, as
amended).
- ---------------
* Filed by the Reporting Entities on November 18, 1994 as an exhibit to
Schedule 13D.
** Filed by the Reporting Entities on June 22, 1995 as an exhibit to Amendment
No. 2 to Schedule 13D.
3
<PAGE> 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: May 29, 1996.
THE UEBERROTH FAMILY TRUST ESTABLISHED BY
TRUST AGREEMENT DATED JUNE 27, 1986
By: /s/Peter V. Ueberroth
------------------------------------
Peter V. Ueberroth, Co-Trustee
By: /s/Virginia M. Ueberroth
------------------------------------
Virginia M. Ueberroth, Co-Trustee
UEBERROTH INVESTMENT TRUST ESTABLISHED BY
TRUST AGREEMENT DATED JUNE 10, 1994
By: /s/Alice J. Saviez
------------------------------------
Alice J. Saviez, Trustee
/s/Peter V. Ueberroth
-------------------------------------------
PETER V. UEBERROTH
4
