<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
DOUBLETREE CORPORATION
-----------------------------------------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------------------------------------------
(Title of Class of Securities)
258624 10 5
-----------------------------------------------------------------------------
(CUSIP Number)
William L. Perocchi
410 North 44th Street, Suite 700
Phoenix, Arizona 85508
-----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 30, 1996
-----------------------------------------------------------------------------
(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
919,459 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
919,459 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
919,459 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
919,459 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
372,973 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
372,973 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
1,292,432 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
1,292,432 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. 3 TO
SCHEDULE 13D
This Amendment No. 3 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 (collectively, the "Schedule 13D"), relating to the common stock,
par value $.01 ("Common Stock"), of Doubletree Corporation, a Delaware
corporation (the "Company" or "Doubletree").
This Amendment No. 3 to Schedule 13D is subject to Rule 101(a)(2) of
Regulation S-T under the Securities Exchange Act of 1934, as amended. Pursuant
to Rule 101(a)(2), since this amendment is the first amendment which the
Reporting Entities are filing electronically, the entire text of Schedule 13D
has been restated, as amended.
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 2. Identity and Background.
2.1 Peter V. Ueberroth, as Co-Trustee of the 1986 Trust
(a) This statement is filed by Peter V. Ueberroth. Mr.
Ueberroth holds 919,459 shares of the Common Stock as a Co-Trustee of The
Ueberroth Family Trust established by trust agreement dated June 27, 1986 (the
"1986 Trust") and acquired the Common Stock in such capacity. Mr. Ueberroth and
Virginia M. Ueberroth are the beneficiaries of the 1986 Trust. Mr. Ueberroth
hereby disclaims, and this statement shall not be construed as an admission that
he is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial
owner of any securities covered by this statement.
(b) The business address of Mr. Ueberroth is Post Office
Box 100 Laguna Beach, California 92652.
(c) Mr. Ueberroth is Co-Chairman of the Board of the
Company. Mr. Ueberroth is also the Managing Director investor and a principal of
The Contrarian Group, Inc., a business management company.
(d) Mr. Ueberroth has not, during the last five years,
been convicted in a criminal proceeding.
(e) Mr. Ueberroth has not, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and has not been and is not now, as a result of such
proceeding, subject to a judgment, decree or final order enjoining future
<PAGE> 7
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Mr. Ueberroth is a United States citizen.
2.2 Virginia M. Ueberroth, as Co-Trustee of the 1986 Trust
(a) This statement is also filed by Virginia M.
Ueberroth. Mrs. Ueberroth holds 919,459 shares of the Common Stock as a
Co-Trustee of the 1986 Trust and intends to acquire the Common Stock in such
capacity. Mrs. Ueberroth and Peter V. Ueberroth are the beneficiaries of the
1986 Trust. Mrs. Ueberroth hereby disclaims, and this statement shall not be
construed as an admission that she is, for the purposes of Sections 13(d) or
13(g) of the Act, the beneficial owner of any securities covered by this
statement.
(b) The business address of Mrs. Ueberroth is Post Office
Box 100 Laguna Beach, California 92652.
(c) Mrs. Ueberroth is a homemaker.
(d) Mrs. Ueberroth has not, during the last five years,
been convicted in a criminal proceeding.
(e) Mrs. Ueberroth has not, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and has not been and is not now, as a result of such
proceeding, 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) Mrs. Ueberroth is a United States citizen.
2.3 Alice J. Saviez, as Trustee of the 1994 Trust
(a) This statement is also filed by Alice J. Saviez.
Alice J. Saviez holds 372,973 shares of the Common Stock as the Trustee of the
1994 Trust, of which Vicki Booth, Heidi Ueberroth, Keri Thomas and Joe Ueberroth
are the beneficiaries. Ms. Saviez hereby disclaims, and this statement shall not
be construed as an admission that she is, for the purposes of Sections 13(d) or
13(g) of the Act, the beneficial owner of any securities covered by this
Schedule 13D.
(b) The business address of Ms. Saviez is Post Office Box
100, Laguna Beach, California 92652.
(c) Ms. Saviez is a homemaker.
(d) Ms. Saviez has not, during the last five years, been
convicted in a criminal proceeding.
(e) Ms. Saviez has not, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and has not been and is not now, as a result of such proceeding,
subject to a judgment, decree or final order enjoining future
2
<PAGE> 8
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Ms. Saviez is a United States citizen.
2.4 Peter V. Ueberroth
(a) This statement is also filed by Peter V. Ueberroth.
Mr. Ueberroth has an interest in as many as 1, 292,432 shares of Common Stock as
trustee and beneficiary of the 1986 Trust and may have an interest pursuant to
the provisions of Regulation 13d-3 and 13d-5 as a member of a group relating to
the 1994 Trust. To the extent he has an interest, he has acquired an interest in
the Common Stock in such capacities. Mr. Ueberroth hereby disclaims, and this
statement shall not be construed as an admission that he is, for the purposes of
Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities
covered by this statement.
(b) The business address of Mr. Ueberroth is c/o The
Contrarian Group, Inc., 500 Newport Center Drive, Suite 900, Newport Beach,
California 92660.
(c) Mr. Ueberroth is Co-Chairman of the Board of the
Company. Mr. Ueberroth is also an investor and a principal of The Contrarian
Group, Inc., a business management company.
(d) Mr. Ueberroth has not, during the last five years,
been convicted in a criminal proceeding.
(e) Mr. Ueberroth has not, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and has not been and is not now, as a result of such
proceeding, 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) Mr. Ueberroth is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
GQ Owners, L.P., a Delaware limited partnership (the
"Partnership"), acquired an interest in the Company prior to the Company's
initial public offering (the Company's Registration Statement of Form S-1 was
declared effective by the SEC on July 1, 1994), through a contribution of
interests in a predecessor of the Company (the "Predecessor"). Prior to November
10, 1994, the Partnership owned 9,300,000 shares or 50.3% of the outstanding
stock of Doubletree Corporation. Pursuant to the Agreement Regarding Liquidation
of GQ Owners, L.P (the "Liquidation Agreement"), the partners of GQ Owners have
agreed to liquidate the Partnership and distribute its assets. The Common Stock
of the Company will be acquired by the partners of GQ Owners in full
satisfaction of their rights and obligations under the Agreement of Limited
Partnership of GQ Owners, L.P. dated as of December 16, 1993 (a copy of which is
attached hereto as Exhibit "D") and accordingly no additional funds or
consideration will be used in acquiring the Common Stock. The Reporting
Entities acquired their stock in the Company in the liquidation of the
Partnership.
Item 4. Purpose of Transaction.
3
<PAGE> 9
The purpose of the acquisition in November 1994 of the Common
Stock of the Company by the Reporting Persons occurred as a result of the
liquidation of the Partnership on November 10, 1994 pursuant to the Liquidation
Agreement.
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 up to 552,300 additional shares
which may be sold by the Company to cover over-allotments) for sale to the
public (the "Securities"). Of the Securities, 212,000 shares will be 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
proposed sale of the Securities to the public are set forth in an underwriting
agreement (the "Underwriting Agreement"), which will be entered into immediately
prior to commencement of any offer to sell the Securities. The form of
Underwriting Agreement is listed as an exhibit to this Amendment and is
incorporated herein by reference.
Liquidation Agreement.
On November 10, 1994 the parties consummated the transactions
contemplated by the Liquidation Agreement. Information in Item 6 concerning the
Liquidation Agreement is incorporated herein by reference. The Liquidation
Agreement is filed as an exhibit to this Schedule 13D and is incorporated herein
by reference.
Stockholders Agreement.
On June 30, 1994, GQ Owners and certain other stockholders of
the Company entered into the Stockholders Agreement. Upon consummation of the
offering described above, assuming, as anticipated, that the Initial
Stockholders will own less than 50% of the outstanding shares of Common Stock,
the Stockholders Agreement will terminate. Information in Item 6 concerning the
Stockholders Agreement is incorporated herein by reference. The Stockholders
Agreement is filed as an exhibit to this Schedule 13D and is incorporated herein
by reference.
Incorporation and Registration Rights Agreement.
On June 30, 1994, GQ Owners and certain other parties entered
into an Amendment No. 1 to Incorporation and Registration Rights Agreement (the
"Registration Rights Agreement"). Information in Item 6 concerning the
Registration Rights Agreement is incorporated herein by reference. The
Registration Rights Agreement is filed as an exhibit to this Schedule 13D and is
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) By reason of the provisions of Regulation 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Act"), the 1986 Trust, the
1994 Trust and Mr. Ueberroth may be deemed to be a "group." By reason of the
provisions of Rule 13d-5 under the Act, Mr. Ueberroth may be deemed to own all
shares of Common Stock beneficially owned by the 1986 Trust, the 1994 Trust and
Mr. Ueberroth. Mr. Ueberroth does not affirm the existence of such a group and
disclaims beneficial ownership of shares of Common Stock beneficially owned by
the 1994 Trust.
4
<PAGE> 10
As of the date of this Amendment, the 1986 Trust has a direct
interest in 919,459 and the 1994 Trust has a direct interest in 372,973 shares
of Common Stock, which constitutes 4.2% and 1.7%, respectively, of the shares
outstanding. Collectively, the 1986 Trust and the 1994 Trust have interests in
1,292,432 shares of Common Stock, which constitutes 5.9% of the shares
outstanding. The percentages used in this paragraph 5(a) are calculated based
upon 22,109,686 shares of Common Stock stated to be issued and outstanding at
March 31, 1996, as reflected in the Registration Statement.
(b) i. As of the date hereof:
ii. Alice J. Saviez, as Trustee of the Ueberroth
Investment Trust established by trust agreement dated June 10,
1994, has the shared power to dispose and vote 372,973 shares
of Common Stock.
iii. Peter V. Ueberroth, as Co-Trustee of The
Ueberroth Family Trust established by trust agreement dated
June 27, 1986, has the shared power to dispose and vote
919,459 shares of Common Stock.
iv. Virginia M. Ueberroth, as Co-Trustee of The
Ueberroth Family Trust established by trust agreement dated
June 27, 1986, has the shared power to dispose and vote
919,459 shares of Common Stock.
v. Peter V. Ueberroth, has the indirect shared
power to dispose and vote 1,292,432 shares of Common Stock.
(c) Except in connection with the transactions described
herein, no Reporting Entity has effected any transactions in the Common Stock
during the preceding 60 days.
(d) The beneficiaries who are entitled to dividends from
the 1986 Trust are Peter V. Ueberroth and Virginia M. Ueberroth. The
beneficiaries who are entitled to dividends from the 1994 Trust are Vicki M.
Ueberroth Booth, Heidi J. Ueberroth, Keri L. Ueberroth Thomas and Joseph J.
Ueberroth, the children of Peter V. and Virginia M. Ueberroth.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On April 30, 1996, the Company filed the Registration
Statement with the Securities and Exchange Commission registering the Securities
for sale to the public. Of the Securities, 212,000 will be sold by the 1994
Trust. Information in Item 4 concerning the Registration Statement and the
Underwriting Agreement is incorporated herein by reference.
Liquidation Agreement.
On November 10, 1994 GQ Owners, L.P. consummated the
transactions contemplated in that certain Liquidation Agreement. Pursuant
thereto, the 9,300,000 shares of Common Stock of Doubletree Corporation
previously held by GQ Owners, L.P. was distributed to the partners of the
5
<PAGE> 11
partnership. The 1986 Trust and the 1994 Trust received 1,532,432 shares of
Common Stock as part of that liquidation.
Stockholders Agreement.
At the closing of the initial public offering of Common Stock
of Doubletree, the Company and GQ Owners, among other certain initial
stockholders (the "Initial Stockholders"), entered into that certain
Stockholders Agreement (the "Stockholders Agreement"). Pursuant to the
Stockholders Agreement, the Initial Stockholders were granted the right to
nominate directors to the Company's Board of Directors (the "Directors") and
certain rights to purchase Common Stock and securities convertible into Common
Stock in future offerings by the Company. As disclosed in the Company's
Prospectus dated July 1, 1994, with the consummation of the transactions
contemplated in the Liquidation Agreement, the right to nominate Directors and
the purchase rights passed from GQ Owners to its individual partners, including
the 1986 Trust and the 1994 Trust. Upon consummation of the offering described
in Item 4, assuming, as anticipated, that the Initial Stockholders will own less
than 50% of the outstanding shares of Common Stock, the Stockholders Agreement
will terminate.
Incorporation and Registration Rights Agreement.
On June 30, 1994, the Company and GQ Owners, among others,
entered into that certain Amendment No. 1 to Incorporation and Registration
Rights Agreement (the "Amended Registration Rights Agreement") by which certain
registration rights granted to GQ Owners by the Company in connection with the
initial public offering of Common Stock were to be transferred to the individual
partners of GQ Owners. In conjunction with the liquidation of GQ Owners and
pursuant to the terms of the Amended Registration Rights Agreement, the 1986
Trust and the 1994 Trust acquired piggyback registration rights for the shares
of Common Stock issued to GQ Owners in the Reorganization (as defined in the
Amended Registration Rights Agreement).
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.
6
<PAGE> 12
** 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.
7
<PAGE> 13
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 13, 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
8
