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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
H. Lance Forsdick, Sr.
SSN ###-##-####
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
N/A (b) [ ]
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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 1,108,178
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by -0-
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 1,108,178
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(10) Shared Dispositive Power
-0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,108,178
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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)
5.0%
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(14) Type of Reporting Person*
IN (INDIVIDUAL)
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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.
H. Lance Forsdick
(a) H. Lance Forsdick
(b) 889 Ridge Lake Boulevard, Suite 100, Memphis, Tennessee 38120
(c) Mr. Forsdick is a director of RFS Hotel Investors, Inc. RFS Hotel
Investors, Inc. is a self-administered real estate investment trust formed as a
Tennessee corporation in 1993 to make investments in hotel properties. The
executive offices of RFS Hotel Investors, Inc. are located at 889 Ridge Lake
Boulevard, Suite 100, Memphis, Tennessee 38120.
(d)-(e) Mr. Forsdick has not been convicted in any criminal
proceeding in the last five years and has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction, as a
result of which proceedings he 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 security laws or finding any violation with respect
to such laws.
(f) Mr. Forsdick 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, Mr.
Forsdick received 1,108,178 shares of Doubletree Common Stock in exchange for
the 364 shares of common stock of RFS, Inc., a Tennessee corporation, owned by
Mr. Forsdick prior to the Merger.
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"), Mr. Forsdick will have the right to demand
registration of up to 50% of his shares of Doubletree Common
Stock, (less 110,817 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. Mr.
Forsdick will have the right to demand registration of his
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
Item 5. Interest in Securities of the Issuer.
(a) 1,108,178 shares of Doubletree Common Stock are owned by Mr.
Forsdick. Such shares constitute 5.0% of the outstanding
Doubletree Common Stock.
(b) Number of such shares as to which Mr. Forsdick has:
(i) sole power to vote or to direct the vote - 1,108,178
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(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose of or to direct the disposition
of - 1,108,178*
(iv) shared power to dispose of or direct the disposition
of -0-
- ----------------------
*110,817 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 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. Forsdick. 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. Forsdick 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 /s/ H. Lance Forsdick, Sr.
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H. Lance Forsdick, Sr.
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EXHIBIT INDEX
Exhibit Description
- ------- -----------
Exhibit 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.
Exhibit 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.
