<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DOUBLETREE CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of class of securities)
258624105
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(CUSIP NUMBER)
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David L. Stivers, Esq.
Doubletree Corporation
410 North 44th Street
Suite 700
Phoenix, Arizona 85008
(602) 220-6666
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(Name, address and telephone number of person authorized to
receive notices and communications)
February 27, 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
this statement [ X ].
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CUSIP No. 258624105 SCHEDULE 13D Page 2 of 8 Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
KIMBERLY A. SOLMSON
SSN ###-##-####
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
N/A (b) [ X ]
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(3) SEC Use Only
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(4) Source of Funds*
SC (EXCHANGE FOR COMMON STOCK OF UNAFFILIATED CORPORATION)
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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(6) Citizenship or Place of Organization
U.S.
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(7) Sole Voting Power
Number of 51,755
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by ----
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 51,755
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(10) Shared Dispositive Power
----
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
51,755
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
.23%
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(14) Type of Reporting Person*
IN (INDIVIDUAL)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
This statement relates to the Common Stock of Doubletree Corporation
("Doubletree"), a Delaware corporation, having its principal executive offices
at 410 North 44th Street, Suite 700, Phoenix, Arizona 85008.
Item 2. Identity and Background.
(a) The Reporting Person and other members of the group to which this
statement relates (the "Reporting Group") are members of the family of Robert
M. Solmson. The name of each member of the Reporting Group is set forth below:
Robert M. Solmson
Jacilyn S. Solmson
Kimberly A. Solmson
Robert T. Solmson
(b) The residence or business address of each member of the Reporting
Group is set forth below:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Robert M. Solmson 889 Ridge Lake Boulevard
Suite 100
Memphis, TN 38120
Jacilyn S. Solmson 5860 Fairwood Lane
Memphis, TN 38119
Kimberly A. Solmson 5860 Fairwood Lane
Memphis, TN 38119
Robert T. Solmson 5860 Fairwood Lane
Memphis, TN 38119
</TABLE>
(c) The principal occupation and business address of each member of
the group is set forth below:
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
---- -------------------- ----------------
<S> <C> <C>
Robert M. Solmson Chief Executive Officer, 889 Ridge Lake Blvd.
President and Chairman Suite 100
of the Board of RFS Memphis, TN 38120
Hotel Investors, Inc.
Jacilyn S. Solmson Not applicable Not applicable
</TABLE>
3
<PAGE> 4
<TABLE>
<S> <C> <C>
Kimberly A. Solmson Not applicable Not applicable
Robert T. Solmson Not applicable Not applicable
</TABLE>
(d) During the last five years, no member of the Reporting Group has
been convicted in a criminal proceeding.
(e) During the last five years, no member of the Reporting Group has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to federal or state securities laws
or finding any violation with respect to such laws.
(f) Each member of the Reporting Group is a citizen of the United
States of America.
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Item 3. Source and Amount of Funds or Other Consideration
Effective February 27, 1996, RFS, Inc. was merged (the "Merger") with
a wholly-owned subsidiary of Doubletree. In connection with the Merger, Robert
M. Solmson received 955,955 shares of Doubletree Common Stock in exchange for
314 shares of RFS, Inc. Common Stock, Jacilyn S. Solmson received 48,711 shares
of Doubletree Common Stock in exchange for 16 shares of RFS, Inc. Common Stock,
Robert T. Solmson received 51,755 shares of Doubletree Common Stock in exchange
for 17 shares of RFS, Inc. Common Stock and Kimberly A. Solmson received 51,755
shares of Doubletree Common Stock in exchange for 17 shares of RFS, Inc. Common
Stock.
Item 4. Purpose of Transaction.
(a) Under the Second Amendment to the Incorporation and Registration
Rights Agreement dated February 27, 1996 (the "Registration Rights
Agreement"), each member of the Reporting Group will have the
right to demand registration of up to 50% of his shares of
Doubletree Common Stock, (less ten percent of his or her shares
placed in escrow pursuant to the terms of the Agreement and Plan
of Merger, dated February 27, 1996, among RFS, Inc., Doubletree
Corporation and Seedling Merger Subsidiary, Inc.), for sale prior
to February 27, 1997. Each member of the Reporting Group will
have the right to demand registration of his or her remaining
shares of Doubletree Common Stock at any time after February 27,
1997.
(b) N/A
(c) N/A
(d) N/A
(e) N/A
(f) N/A
(g) N/A
(h) N/A
(i) N/A
(j) N/A
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Item 5. Interest in Securities of the Issuer.
(a)(b) The number of shares of the Common Stock beneficially owned by
each member of the Reporting Group is set forth below. Each member of the
Reporting Group has sole voting and investment power over shares of the
Doubletree Common Stock beneficially owned by him or her. Each member of the
Reporting Group disclaims beneficial ownership of shares of the Doubletree
Common Stock held by other members of the Reporting Group.
<TABLE>
<CAPTION>
Name Number of Shares Percent*
---- ---------------- -------
<S> <C> <C>
Robert M. Solmson 955,955 (1) 4.31%
Jacilyn Solmson 48,711 (2) .22%
Kimberly A. Solmson 51,755 (3) .23%
Robert T. Solmson 51,755 (4) .23%
</TABLE>
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* Based on 22,163,686 shares of Common Stock outstanding on February
27, 1996.
(1) 95,595 shares are held by Montgomery Securities, as escrow agent
pursuant to an Escrow Agreement dated February 27, 1996 entered into in
connection with the Merger (the "Escrow Agreement"). The escrow expires on
February 27, 1997 at which time all shares not subject to claims by Doubletree
or RFS, Inc. under the Merger Agreement will be released to Mr. Solmson.
Shares held in escrow are subject to claims by Doubletree and RFS for
indemnification of losses suffered by Doubletree or RFS as a result of a breach
of representations and warranties made on behalf of RFS, Inc. and its principal
shareholders in the Merger Agreement. Mr. Solmson has sole voting power with
respect to his shares held in escrow.
(2) 4,871 shares are held by Montgomery Securities pursuant to the
Escrow Agreement. The escrow expires on February 27, 1997 at which time all
shares not subject to claims by Doubletree or RFS, Inc. under the Merger
Agreement will be released to Mrs. Solmson. Shares held in escrow are subject
to claims by Doubletree and RFS for indemnification of losses suffered by
Doubletree or RFS as a result of a breach of representations and warranties
made on behalf of RFS, Inc. and its principal shareholders in the Merger
Agreement. Mrs. Solmson has sole voting power with respect to her shares held
in escrow.
(3) 5,175 shares are held by Montgomery Securities pursuant to the
Escrow Agreement. The escrow expires on February 27, 1997 at which time all
shares not subject to claims by Doubletree or RFS, Inc. under the Merger
Agreement will be released to Ms. Solmson. Shares held in escrow are subject
to claims by Doubletree and RFS for indemnification of losses suffered by
Doubletree or RFS as a result of a breach of
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representations and warranties made on behalf of RFS, Inc. and its principal
shareholders in the Merger Agreement. Ms. Solmson has sole voting power with
respect to her shares held in escrow.
(4) 5,175 shares are held by Montgomery Securities pursuant to the
Escrow Agreement. The escrow expires on February 27, 1997 at which time all
shares not subject to claims by Doubletree or RFS, Inc. under the Merger
Agreement will be released to Mr. Solmson. Shares held in escrow are subject
to claims by Doubletree and RFS for indemnification of losses suffered by
Doubletree or RFS as a result of a breach of representations and warranties
made on behalf of RFS, Inc. and its principal shareholders in the Merger
Agreement. Mr. Solmson has sole voting power with respect to his shares held
in escrow.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See description of the Registration Rights Agreement described in Item
4(a) above and the Escrow Agreement described in Item 5(b) above.
Item 7. Material to be Filed as Exhibits.
Second Amendment, Incorporation and Registration Rights Agreement
dated February 27, 1996 by and among Doubletree Corporation, a Delaware
corporation, The Ueberroth Family Trust, The Ueberroth Investment Trust, Mr.
Richard J. Ferris, Ridge Partners, L.P. and Mr. Robert M. Solmson, for himself
and as attorney-in-fact for the former shareholders of RFS, Inc.
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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: 3/8/96 By: /s/ Robert M. Solmson
-------------------------- -------------------------------
as attorney-in-fact for
Kimberly A. Solmson
Name: Robert M. Solmson
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
10.1 Second Amendment to the Incorporation and Registration Rights Agreement dated February 27, 1996 by and
among Doubletree Corporation, a Delaware corporation, The Ueberroth Family Trust, The Ueberroth Investment
Trust, Mr. Richard J. Ferris, Ridge Partners, L.P. and Mr. Robert M. Solmson, for himself and as attorney-
in-fact for the former shareholders of RFS, Inc.
10.2 Escrow Agreement dated February 27, 1996 between Doubletree Corporation, a Delaware corporation, RFS, Inc.,
a Tennessee corporation, Robert M. Solmson, as agent and attorney-in-fact for the consenting shareholders
of RFS, Inc. and Montgomery Securities.
24.1 Power of Attorney dated March 7, 1996 appointing Robert M. Solmson as attorney-in-fact for Kimberly A.
Solmson.
</TABLE>
