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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DOUBLETREE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 860762415
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
</TABLE>
DOUBLETREE CORPORATION
410 NORTH 44TH STREET, SUITE 700
PHOENIX, ARIZONA 85008
(602) 220-6666
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
WILLIAM L. PEROCCHI
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND TREASURER
DOUBLETREE CORPORATION
410 NORTH 44TH STREET, SUITE 700
PHOENIX, ARIZONA 85008
(602) 220-6666
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
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<S> <C>
WILLIAM J. PHILLIPS, ESQ. RICHARD D. TRUESDELL, JR., ESQ.
CURTIS L. MO, ESQ. DAVIS POLK & WARDWELL
DEWEY BALLANTINE 450 LEXINGTON AVENUE
1301 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10017
NEW YORK, NEW YORK 10019-6092 (212) 450-4000
(212) 259-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [x] 333-13161
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<S> <C> <C> <C> <C>
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
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Common Stock, par value $.01 per share.......... 690,000 shares $39.875 $27,513,750 $8,337.50
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended on
the basis of the average of the high and low sales prices of the Common
Stock, par value $.01 per share of Doubletree Corporation on November 4,
1996, as quoted on the Nasdaq Stock Market's National Market.
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This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
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INCORPORATION BY REFERENCE
This Registration Statement on Form S-3 is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form S-3 (Commission File No. 333-13161) filed by
Doubletree Corporation (the "Company") with the Securities and Exchange
Commission, as declared effective on November 4, 1996, are incorporated herein
by reference.
EXHIBITS
The following exhibits are filed as part of this Registration Statement:
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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5.1 -- Opinion of Dewey Ballantine as to the legality of the securities.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Deloitte & Touche LLP.
23.3 -- Consent of Arthur Andersen LLP.
23.4 -- Consent of Dewey Ballantine (included in Exhibit 5.1).
23.5* -- Consent of Michael W. Michelson.
23.6* -- Consent of Edward I. Gilhuly.
24.1* -- Powers of Attorney.
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* Incorporated by reference to the Company's Registration Statement on Form S-3,
as amended (File No. 333-13161).
<PAGE> 3
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-3 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 5th day of
November, 1996.
DOUBLETREE CORPORATION,
a Delaware corporation
By: *
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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 November 5, 1996.
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<CAPTION>
SIGNATURE TITLE
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<C> <S>
* Co-Chairman of the Board and Director
- ---------------------------------------- (Principal Executive Officer)
Richard J. Ferris
* Co-Chairman of the Board and Director
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Peter V. Ueberroth
/s/ WILLIAM L. PEROCCHI Executive Vice President, Chief Financial
- ---------------------------------------- Officer and Treasurer (Principal Financial and
William L. Perocchi Accounting Officer)
* Director
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William R. Fatt
* Director
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Dale F. Frey
* Director
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Ronald K. Gamey
* Director
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Norman B. Leventhal
* Director
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John H. Myers
* Director
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Richard M. Kelleher
*By /s/ DAVID L. STIVERS
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David L. Stivers
Attorney-in-fact
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INDEX TO EXHIBITS
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<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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<S> <C> <C>
5.1 -- Opinion of Dewey Ballantine.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Deloitte & Touche LLP.
23.3 -- Consent of Arthur Andersen LLP.
23.4 -- Consent of Dewey Ballantine (included in Exhibit 5.1).
23.5* -- Consent of Michael W. Michelson.
23.6* -- Consent of Edward I. Gilhuly.
24.1* -- Powers of Attorney.
</TABLE>
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* Incorporated by reference to the Company's Registration Statement on Form S-3,
as amended (File No. 333-13161).
<PAGE> 1
EXHIBIT 5.1
[DEWEY BALLANTINE LETTERHEAD]
November 4, 1996
Doubletree Corporation
410 North 44th Street
Suite 700
Phoenix, Arizona 85008
Ladies and Gentlemen:
We have acted as special counsel for Doubletree Corporation, a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-3 (the "Registration Statement"), under the Securities Act
of 1933, as amended (the "Act"), for the purpose of registering under the Act
the sale of up to an additional 690,000 shares (the "Shares") of the Company's
common stock, par value $.01 per share, by the Company.
The Shares will be issued and sold pursuant to an Underwriting
Agreement (the "Underwriting Agreement") to be entered into between the
Company, on the one hand, and Morgan Stanley & Co. Incorporated and Morgan
Stanley & Co. International Limited, as agents of the various underwriters
named therein (collectively, the "Underwriters"), on the other hand. The Shares
will be offered for sale to the public by such Underwriters together with
shares of the same class registered pursuant to the Company's Registration
Statement on Form S-3, as amended (File No. 333-13161), which was declared
effective earlier today (the "Initial Registration Statement").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Registration Statement, the Initial
Registration Statement, the Certificate of Incorporation of the Company,
resolutions adopted by the Board of Directors of the Company and the Pricing
Committee thereof and such other documents as we have deemed relevant to
expressing the opinions contained herein. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents presented
to us as originals, the conformity to the originals of all documents presented
to us as copies, and the authenticity of the originals of such latter
documents.
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Based upon the foregoing, we are of the opinion that, when the Shares
are issued and delivered to the Underwriters against payment therefor in
accordance with the terms of the Underwriting Agreement and as provided in the
Registration Statement, the Shares will be validly issued, fully paid and
non-assessable.
This opinion is rendered solely to you in connection with the above
matter, and may not be relied upon by you for any other purpose or relied upon
by or furnished to any other person without our prior written consent.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of the name of our firm under the caption
"Legal Matters" in the prospectuses which are included as a part of the Initial
Registration Statement which has been incorporated by reference into the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required by Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ DEWEY BALLANTINE
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2
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Doubletree Corporation:
The audits referred to in our report dated February 27, 1996, included
the related financial statement schedule as of December 31, 1995, and for each
of the years in the three-year period ended December 31, 1995 included in the
Registration Statement. This financial statement schedule is the responsibility
of the Company's management. Our responsibility is to express an opinion on
this financial statement schedule based on our audits. In our opinion, such
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
We consent to the use of our reports included herein and to the reference to
our firm under the heading "Experts" in the Registration Statement.
KPMG Peat Marwick LLP
Orange County, California
November 4, 1996
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Doubletree Corporation on Form S-3 of our reports dated February
24, 1996, on Red Lion Hotels, Inc. as of and for the ten months ended December
31, 1995, and of Red Lion, a California Limited Partnership, for the seven
months ended July 31, 1995, appearing in the Prospectus, which is part of the
Registration Statement No. 333-13161, as amended, which is incorporated by
reference in this Registration Statement.
Deloitte & Touche LLP
Portland, Oregon
November 4, 1996
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference into this registration statement of our reports dated February 7, 1995
on the financial statements of Red Lion, a California Limited Partnership, as of
and for the two years ended December 31, 1994 included in the prospectus, which
is part of the registration statement No. 333-13161, as amended, and to all
references to our Firm incorporated by reference in this registration statement.
Arthur Andersen LLP
Portland, Oregon
November 4, 1996
