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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934
Doubletree Corporation
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(Name of issuer)
Common Stock, $.01 Par Value
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(Title of class of securities)
258624 10 5
(CUSIP number)
Red Lion, a California Limited
Partnership, and RLA-GP, Inc.
c/o Michael W. Michelson
Kohlberg Kravis Roberts & Co.
2800 Sand Hill Road, Suite 200
Menlo Park, California 94025
(415) 233-6560
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(Name, address and telephone number of person
authorized to receive notices and communications)
COPY TO:
Tracy Edmonson
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111
(415) 391-0600
February 6, 1997
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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
statement 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: [ ]
Page 1 of 9 Pages
Exhibit Index is on Page 9
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SCHEDULE 13D
CUSIP No. 258624 10 5 Page 2 of 9 Pages
1. Name of Reporting Person
RED LION, A CALIFORNIA LIMITED PARTNERSHIP
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
OO (SEE ITEM 3)
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
CALIFORNIA
7. Sole Voting Power
3,882,283
Number of
Shares 8. Shared Voting Power
Beneficially
Owned By -0-
Each
Reporting
Person 9. Sole Dispositive Power
With
3,882,283
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,882,283
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
9.8%
14. Type of Reporting Person
PN
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SCHEDULE 13D
CUSIP No. 258624 10 5 Page 3 of 9 Pages
1. Name of Reporting Person
RLA-GP, INC.
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
OO (SEE ITEM 3)
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
DELAWARE
7. Sole Voting Power
Number of -0-
Shares
Beneficially 8. Shared Voting Power
Owned By
Each 3,882,283
Reporting
Person 9. Sole Dispositive Power
With
-0-
10. Shared Dispositive Power
3,882,283
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,882,283
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
9.8%
14. Type of Reporting Person
CO
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This Amendment No. 1 to Schedule 13D is being filed on behalf
of the undersigned Reporting Persons to amend the Schedule 13D dated November
18, 1996 (the "Schedule 13D"), relating to shares of common stock, par value
$0.01 per share (the "Doubletree Common Stock"), of Doubletree Corporation, a
Delaware corporation ("Doubletree"). The principal executive offices of
Doubletree are located at 410 North 44th Street, Suite 700, Phoenix, Arizona
85008. This Amendment No. 1 supplements and, to the extent inconsistent
therewith, amends the information set forth in the Schedule 13D. Unless
otherwise indicated, all capitalized terms used herein but not defined herein
shall have the same meaning set forth in the Schedule 13D.
Item 2. Identity and Background.
Item 2 to Schedule 13D is hereby amended and restated in its
entirety as follows:
(a)-(c), (f). This statement is being filed jointly by (i)
Red Lion, a California Limited Partnership ("Red Lion"), and (ii) RLA-GP, Inc.,
a Delaware corporation and the sole general partner of Red Lion ("RLA-GP").
Red Lion and RLA-GP are sometimes collectively referred to herein as the
"Reporting Persons." The agreement between the Reporting Persons relating to
joint filing of this statement is attached hereto as Exhibit 1.
The principal office of each of Red Lion and RLA-GP is 2800
Sand Hill Road, Suite 200, Menlo Park, California 94025. The principal
business of Red Lion is owning and holding the shares of Doubletree Common
Stock. The principal business of RLA-GP is acting as the general partner of
Red Lion.
The following sets forth as to each executive officer and
director of RLA-GP and each person who may be deemed to control RLA- GP, (a)
name; (b) citizenship; (c) business address;
and (d) principal occupation and address where such employment is conducted.
1. (a) George R. Roberts
(b) United States of America
(c) 2800 Sand Hill Road, Suite 200, Menlo Park,
California 94025
(d) The principal occupation of Mr. Roberts is as a
member of KKR & Co. L.L.C. ("KKR & Co."), a
Delaware limited liability company and the
general partner of Kohlberg Kravis Roberts & Co.
L.P., a private investment firm, the addresses of
which are 9 West 57th Street, New York, New York
10019. Mr. Roberts is a stockholder, director and
President of RLA-GP, and his principal business
address is at the address in (c) above.
2. (a) Michael W. Michelson
(b) United States of America
(c) 2800 Sand Hill Road, Suite 200, Menlo Park,
California 94025
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(d) The principal occupation of Mr. Michelson is as
a member of KKR & Co. Mr. Michelson is a
stockholder, director and Executive Vice
President of RLA-GP as well as a director of
Doubletree, and his principal business address is
at the address in (c) above.
3. (a) Edward A. Gilhuly
(b) United States of America
(c) 2800 Sand Hill Road, Suite 200, Menlo Park,
California 94025
(d) The principal occupation of Mr. Gilhuly is as a
member of KKR & Co. Mr. Gilhuly is a director
and Executive Vice President of RLA-GP as well as
a director of Doubletree, and his principal
business address is at the address in (c) above.
4. (a) Henry R. Kravis
(b) United States of America
(c) 9 West 57th Street, New York, New York 10019
(d) The principal occupation of Mr. Kravis is as a
member of KKR & Co. Mr. Kravis is a stockholder
and director of RLA-GP, and his principal
business address is at the address in (c) above.
5. (a) Peter F. Bechen
(b) United States of America
(c) 15350 S.W. Sequoia Parkway, Suite 300,
Portland, Oregon 97224
(d) The principal occupation of Mr. Bechen is Chief
Executive Officer and President of Pacific Realty
Associates, L.P., a Delaware limited partnership
and a real estate development and investment firm
("PacTrust"), the address of which is set forth
in (c) above. Mr. Bechen is an Executive Vice
President of RLA-GP, and his principal business
address is at the address in (c) above.
6. (a) David W. Ramus
(b) United States of America
(c) 15350 S.W. Sequoia Parkway, Suite 300,
Portland, Oregon 97224
(d) The principal occupation of Mr. Ramus is Chief
Financial Officer and Vice President of PacTrust.
Mr. Ramus is the Vice President and Assistant
Secretary of RLA-GP, and his principal business
address is at the address in (c) above.
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7. (a) Terry L. O'Toole
(b) United States of America
(c) 15350 S.W. Sequoia Parkway, Suite 300,
Portland, Oregon 97224
(d) The principal occupation of Ms. O'Toole is the
Secretary of PacTrust. Ms. O'Toole is the
Secretary of RLA- GP, and her principal business
address is at the address in (c) above.
During the last five years, none of Red Lion, RLA-GP or any of
the persons enumerated above has (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) 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.
Item 4. Purpose of Transaction.
Item 4 to Schedule 13D is hereby amended, in pertinent part,
as follows:
On February 6, 1997, Red Lion distributed to David J. Johnson,
formerly the Chairman of the Board, Chief Executive Officer and President of
Red Lion Hotels prior to the Merger, 131,813 shares of Doubletree Common Stock
in complete satisfaction of a prior compensation arrangement between Red Lion
and Mr. Johnson.
Item 5. Interest in Securities of the Issuer.
Item 5 to Schedule 13D is hereby amended and restated in its
entirety as follows:
(a)-(b) As of February 11, 1997, Red Lion directly owned in
the aggregate 3,882,283 shares of Doubletree Common Stock, which represent
approximately 9.8% of the outstanding shares of Doubletree Common Stock (based
on an aggregate of 39,558,293 shares of Doubletree Common Stock outstanding as
of February 11, 1997, which was provided to the Reporting Persons by
Doubletree). Red Lion, acting through its sole general partner, has the sole
power to vote or
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direct the vote, and to dispose or to direct the disposition of, the shares of
Doubletree Common Stock which it owns directly. RLA-GP, as the general
partner of Red Lion, may be deemed to be the beneficial owner of the shares of
Doubletree Common Stock directly owned by Red Lion. George R. Roberts is a
stockholder, director and president of RLA-GP. Michael W. Michelson is a
stockholder, director and an executive vice president of RLA-GP and a director
of Doubletree. Messrs. Roberts and Michelson are also general partners of KKR
Associates (Delaware), a Delaware limited partnership, which is a limited
partner of Red Lion. KKR Associates (Delaware) does not have the power to vote
or dispose of shares of Doubletree Common Stock owned by Red Lion. Messrs.
Roberts, Michelson, Gilhuly, Kravis, Bechen and Ramus and Ms. O'Toole each
expressly disclaim beneficial ownership of any shares of Doubletree Common
Stock owned by Red Lion.
Upon his election to the Board of Directors of Doubletree,
each of Messrs. Michelson and Gilhuly was granted an option to purchase 10,000
shares of Doubletree Common Stock at $40.375 per share pursuant to the 1994
Equity Participation Plan of Doubletree. Such options vest in four equal
annual installments commencing November 8, 1997 and expire on November 8, 2006.
Other than the foregoing, no Reporting Person or any executive
officer, director or controlling person of such Reporting Person beneficially
owns any shares of Doubletree Common Stock. Except as otherwise set forth in
this Item 5(a)-(b), neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission that any Reporting Person
is the beneficial owner of the shares of Doubletree Common Stock referred to in
this Item 5(a)-(b) for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended, or for any other purposes, and each of the persons named in
this Item 5(a)-(b) expressly disclaims beneficial ownership of any shares of
Doubletree Common Stock which are or may be deemed to be owned beneficially
or of record by any other person named in this Item 5(a)-(b).
(c) Except as set forth in Items 4 and 5, to the best
knowledge of each of the Reporting Persons, within the past 60 days, none of
the Reporting Persons or any executive officer, director or controlling person
of the respective Reporting Person has engaged in any transaction in any shares
of the Doubletree Common Stock.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement dated as of November 18, 1996 by and
between Red Lion, a California Limited Partnership, and
RLA-GP, Inc., a Delaware corporation, which was filed as
Exhibit 1 to Schedule 13D filed on November 18, 1996 and is
incorporated herein by reference.
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SIGNATURE
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: February 18, 1997
Red Lion, a California Limited Partnership
By: RLA-GP, Inc., its General Partner
By: /s/ MICHAEL W. MICHELSON
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Name: Michael W. Michelson
Title: Executive Vice President
RLA-GP Inc., a Delaware corporation
By: /s/ MICHAEL W. MICHELSON
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Name: Michael W. Michelson
Title: Executive Vice President
S-1
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EXHIBIT INDEX
Page Number
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Exhibit 1 Joint Filing Agreement dated as of November 18, 1996
by and between Red Lion, a California Limited
Partnership, and RLA-GP, Inc., a Delaware corporation,
which was filed as Exhibit 1 to Schedule 13D filed on
November 18, 1996 and is incorporated herein by
reference.
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