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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 9, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
SEPTEMBER 1, 1997
DOUBLETREE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-24392 86 0762415
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
410 NORTH 44TH STREET 85008
SUITE 700 (Zip Code)
PHOENIX, ARIZONA
(Address of principal executive offices)
(602) 220-6666
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5. Other Events
On September 1, 1997, Doubletree Corporation ("Doubletree")
Promus Hotel Corporation ("Promus"), and Parent Holding Corp., a newly-formed
corporation jointly owned by Doubletree and Promus ("Parent"), entered into
an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which
Parent will form two subsidiaries that will merge with and into Promus and
Doubletree such that Promus and Doubletree become wholly-owned subsidiaries of
Parent (the "Mergers"). Pursuant to the Merger Agreement, upon the effectiveness
of the Mergers, (i) each outstanding share of Common Stock, par value $.10 per
share, of Promus will be converted into the right to receive 0.925 shares of
Common Stock, par value $.01 per share, of Parent ("Parent Common Stock"), and
(ii) each outstanding share of Common Stock, par value $.01 per share, of
Doubletree will be converted into the right to receive one share of Parent
Common Stock. Consummation of the Mergers is subject to the satisfaction or
waiver by the parties of certain conditions, including the receipt of regulatory
approvals and approvals by the stockholders of Promus and Doubletree.
In connection with the Merger Agreement, Promus and Doubletree
also have entered into (i) a Stock Option Agreement pursuant to which Promus
granted to Doubletree an option to purchase up to 19.9% of the outstanding
common stock of Promus under certain circumstances and (ii) a Stock Option
Agreement pursuant to which Doubletree has granted to Promus an option to
purchase up to 19.9% of the outstanding common stock of Doubletree under certain
circumstances (together, the "Stock Option Agreements"). In addition, certain
stockholders of Doubletree holding over 39% of the outstanding common stock of
Doubletree have entered into a stockholder support agreement with Promus (the
"Stockholder Support Agreement"), pursuant to which such stockholders agreed to
vote their shares in favor of the adoption of the Merger Agreement and approval
of the Doubletree Merger, subject to certain conditions.
On September 2, 1997, Promus and Doubletree issued a joint press
release announcing the execution of the Merger Agreement. The Merger Agreement,
the Stock Option Agreements, the Stockholder Support Agreement and the press
release are filed as exhibits hereto and are incorporated by reference herein.
Doubletree has also adopted a Stockholder Rights Plan pursuant
to which it will distribute one Preferred Stock Purchase Right with respect to
each outstanding share of its Common Stock outstanding as of the close of
business on September 11, 1997, and each additional such share issued
thereafter until the earlier of the Distribution Date under the rights
Agreement or the date on which the Rights expire or are redeemed. The Rights
will expire immediately prior to the Effective Time or the transactions
contemplated by the above-mentioned agreement with Promus, or, if the
transactions are not consummated then on September 1, 2007, unless extended by
Doubletree. The Rights will not be exercisable except on the occurrence of
certain events described in the Rights Agreement. When exercisable, under
certain circumstances, each Right, for an exercise price of $180 per share,
will entitle the holder to purchase shares of Doubletree's Common Stock (or
other shares, securities or property, as the case may be, of equivalent value)
having a value equal to two times such exercise price. The Rights will be
redeemable at $0.01 per Right. Copies of the Rights Agreement and the press
release announcing adoption of the Stockholder Rights Plan are filed herewith
as exhibits and are incorporated by reference herein.
ITEM 7. Financial Statements and Exhibits
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(c) Exhibits.
2.1* Agreement and Plan of Merger, dated as of September 1, 1997, by and
among Doubletree Corporation, Promus Hotel Corporation and Parent
Holding Corp.
4.1* Rights Agreement, dated as of September 1, 1997, between Doubletree
Corporation and Harris Trust Company of California, as Rights Agent.
The Rights Agreement includes the Form of Certificate of Designations
of Series A Junior Preferred Stock as Exhibit A, the Summary of Rights
as Exhibit B and the Form of Rights Certificate as Exhibit C.
10.1* Stock Option Agreement (Doubletree), dated as of September 1, 1997, by
and between Doubletree Corporation and Promus Hotel Corporation.
10.2* Stock Option Agreement (Promus), dated as of September 1, 1997, by and
between Promus Hotel Corporation and Doubletree Corporation.
10.3* Stockholder Support Agreement, dated as of September 1, 1997, by and
among certain stockholders of Doubletree, to and for the benefit of
Promus.
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99.1* Joint Press Release, dated September 2, 1997, issued by Promus Hotel
Corporation and Doubletree Corporation.
99.2* Press Release, dated September 2, 1997, issued by Doubletree
Corporation relating to the Stockholder Rights Plan.
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* Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
DOUBLETREE CORPORATION
/s/ DAVID STIVERS
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David Stivers
Senior Vice President and
General Counsel
Dated: September 9, 1997
