<PAGE> 1
As filed with the Securities and Exchange Commission on October 8, 1997
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________
DOUBLETREE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 86-0762415
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
____________________
410 North 44th Street, Suite 700
Phoenix, Arizona 85008
(602) 2220-6666
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
____________________
The Amended and Restated Equity Participation Plan of Doubletree Corporation
(Full title of Plan)
____________________
Copy to:
DAVID L. STIVERS KIMBERLY L. WILKINSON
Senior Vice President, Latham & Watkins
General Counsel and Secretary 505 Montgomery Street, Suite 1900
Doubletree Corporation San Francisco, California 94111
410 North 44th Street, Suite 700 (415) 391-0600
Phoenix, Arizona 85008
(602) 220-6666
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) FEE
<S> <C> <C> <C> <C>
Common Stock, $.01 par value . . . 1,200,000 Shares $46.772 $56,126,400 $17,008
</TABLE>
(1) The Amended and Restated Equity Participation Plan (the "Plan") authorizes
the issuance of a maximum of 4,500,000 shares of Common Stock, $.01 par
value (the "Common Stock") of Doubletree Corporation (the "Company") upon
the exercise of options, stock appreciation rights and other awards,
1,200,000 of which are being registered hereunder. Of the remaining
3,300,000 shares, 2,000,000 shares were registered on a Registration
Statement on Form S-8 filed on May 15, 1995 (File No. 33-92354) with the
Securities and Exchange Commission (the "Commission") and 1,300,000 shares
were registered on a Registration Statement on Form S-8 filed on December
19, 1996 (File No. 333-18219) with the Commission. Options and other
awards have been granted with respect to 240,478 shares of the 1,200,000
shares being registered hereunder.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) of the Securities Act of 1933, as amended (the "Act"). The
Proposed Maximum Offering Price Per Share is the per share exercise price
($40.75) of the options and other awards granted with respect to the
240,478 shares, plus the average of the high and low prices of the Common
Stock as listed on the Nasdaq National Market on October 6, 1997 (which
were $48.8125 and $47.75, respectively) with respect to the remaining
shares of Common Stock available for issuance.
================================================================================
Proposed sale to take place as soon after the effective date of the
Registration Statement as options granted under the Plan are exercised.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF PRIOR REGISTRATION STATEMENTS
By Registration Statement on Form S-8 filed with the Commission on May 15, 1995
(File No. 33-92354) and Registration Statement on Form S-8 filed with the
Commission on December 19, 1996 (File No. 333-18219) (the "Prior Registration
Statements"), Doubletree Corporation, a Delaware corporation (the "Company"),
previously registered 3,300,000 shares of Common Stock of the Company which
have been reserved for issuance. The contents of the Prior Registration
Statements are incorporated herein by reference to the extent not modified or
superseded hereby or by any subsequently filed document which is incorporated
by reference herein.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission by
Company are hereby incorporated by reference in this Registration Statement:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 which contains audited financial statements for the
Company's fiscal year ended December 31, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1997 and June 30, 1997;
3. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since
the end of the fiscal year covered by the audited financial statements
contained in the registration document referred to in 1 above; and
4. The description of the Company's Common Stock contained in the Form
8-A Registration Statement used to register the Common Stock and filed
with the Commission (File No. 0-24392), which was declared effective by
the Commission on July 1, 1994, including any subsequently filed
amendments and reports updating such description.
In addition to the foregoing documents, all documents filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the respective dates of filing
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are included as part of this Registration
Statement:
2
<PAGE> 3
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ --------------------------
5 Opinion of Latham & Watkins.
10(a)* The 1994 Equity Participation Plan of Doubletree Corporation.
10(b)* First Amendment to The 1994 Equity Participation Plan of
Doubletree Corporation.
10(c)** Second Amendment to The 1994 Equity Participation Plan of
Doubletree Corporation.
10(d)*** Amended and Restated Equity Participation Plan of Doubletree
Corporation.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Latham & Watkins (included in Exhibit 5).
24 Powers of Attorney.
- -----------
* Incorporated by reference to the Company's Registration on Form S-8 (File
No. 33-92354), filed with the Commission on May 15, 1995.
** Incorporated by reference to the Company's Registration on Form S-8 (File
No. 333-18219), filed with the Commission on December 19, 1996.
*** Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1997.
3
<PAGE> 4
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-8 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 8th day of
October 1997.
DOUBLETREE CORPORATION,
a Delaware corporation
By: /s/ Richard M. Kelleher
------------------------------
Richard M. Kelleher
President and Chief
Executive Officer
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 October 8, 1997.
SIGNATURE TITLE
--------- -----
* Co-Chairman of the Board
- ---------------------------------- and Director
Richard J. Ferris
* Co-Chairman of the Board and
- ---------------------------------- Director
Peter V. Ueberroth
/s/ Richard M. Kelleher President, Chief Executive
- ---------------------------------- Officer and Director
Richard M. Kelleher (Principal Executive Officer)
/s/ William L. Perocchi Executive Vice President, Chief
- ---------------------------------- Financial Officer and Director
William L. Perocchi (Principal Financial and
Accounting Officer)
* Director
- ----------------------------------
William R. Fatt
* Director
- ----------------------------------
Priscilla B. Florence
* Director
- -----------------------------------
Dale F. Frey
* Director
- -----------------------------------
Ronald K. Gamey
4
<PAGE> 5
SIGNATURE TITLE
--------- -----
* Director
- -----------------------------
Edward A. Gilhuly
* Director
- -----------------------------
Norman B. Leventhal
* Director
- ------------------------------
Michael W. Michelson
* Director
- ------------------------------
John H. Myers
* BY: /s/ David L. Stivers
------------------------
David L. Stivers
As Attorney-in-fact
5
<PAGE> 6
INDEX TO EXHIBITS
EXHIBIT
5 Opinion of Latham & Watkins.
10(a)* The 1994 Equity Participation Plan of Doubletree Corporation.
10(b)* First Amendment to The 1994 Equity Participation Plan of Doubletree
Corporation.
10(c)** Second Amendment to The 1994 Equity Participation Plan of
Doubletree Corporation.
10(d)*** Amended and Restated Equity Participation Plan of Doubletree
Corporation.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Latham & Watkins (included in Exhibit 5).
24 Powers of Attorney.
- ---------
* Incorporated by reference to the Company's Registration on Form S-8
(File No. 33-92354), filed with the Commission on May 15, 1995.
** Incorporated by reference to the Company's Registration on Form S-8
(File No. 333-18219), filed with the Commission on December 19,
1996.
*** Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 1997.
<PAGE> 1
EXHIBIT 5
[LATHAM & WATKINS LETTERHEAD]
October 8, 1997
Doubletree Corporation
410 North 44th Street
Suite 700
Phoenix, Arizona 85008
Ladies and Gentlemen:
At your request we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by you with the Securities and
Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of 1,200,000 shares (the "Shares") of common stock,
$.01 par value, of Doubletree Corporation (the "Company") issuable upon
exercise of options granted under the Amended and Restated Equity Participation
Plan of Doubletree Corporation, as amended (the "Restated Incentive Plan").
We have examined such matters of fact and questions of law as we
have considered appropriate for purposes of rendering the opinions expressed
below.
We are opining herein as to the effect on the subject transaction
of only the General Corporation Law of the State of Delaware and we express no
opinion with respect to the applicability thereto or the effect thereon of any
other laws or as to any matters of municipal law or any other local agencies
within any state.
Subject to the foregoing and in reliance thereon it is our opinion
that upon the exercise of options granted pursuant to the Restated Incentive
Plan and the issuance and sale of the Shares, each in the manner contemplated
by the Restated Incentive Plan and the Registration Statement, and subject to
the Company completing all action and proceedings required on its part to be
taken prior to the issuance of the Shares pursuant to the terms of the Restated
Incentive Plan and the Registration Statement, including, without limitation,
collection of required payment for the Shares, the Shares will be validly
issued, fully paid and nonassessable securities of the Company.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
<PAGE> 1
EXHIBIT 23(a)
The Board of Directors
Doubletree Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ RICHARD J. FERRIS
------------------------------
Richard J. Ferris
<PAGE> 2
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ PETER V. UEBERROTH
------------------------------
Peter V. Ueberroth
<PAGE> 3
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ WILLIAM R. FATT
------------------------------
William R. Fatt
<PAGE> 4
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ PRISCILLA B. FLORENCE
------------------------------
Priscilla B. Florence
<PAGE> 5
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ DALE F. FREY
------------------------------
Dale F. Frey
<PAGE> 6
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ RONALD K. GAMEY
------------------------------
Ronald K. Gamey
<PAGE> 7
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ EDWARD A. GILHULY
------------------------------
Edward A. Gilhuly
<PAGE> 8
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ NORMAN B. LEVENTHAL
------------------------------
Norman B. Leventhal
<PAGE> 9
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ MICHAEL W. MICHELSON
------------------------------
Michael W. Michelson
<PAGE> 10
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.
Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.
/s/ JOHN H. MYERS
------------------------------
John H. Myers
