<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Doubletree Corporation
--------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------
(Title of Class of Securities)
258624-10-5
--------------------------------------------------------
(CUSIP Number)
Michael M. Pastore, General Electric Investment Corporation,
3003 Summer Street, Stamford, CT 06904, (203)326-3212.
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 1, 1997
--------------------------------------------------------
(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 / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Total Pages 36
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CUSIP No. 258624-10-5 13D Page 2 of 36 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
DTPT Investment Corporation
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
State of Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 2,890,287*
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
2,897,287*
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,897,287*
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
7.3%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
* INCLUDES 262,753 SHARES ISSUABLE UPON EXERCISE OF WARRANTS AT ANY TIME
BEFORE NOVEMBER 8, 2001.
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 36 Pages
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CUSIP No. 258624-10-5 13D Page 3 of 36 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
GE Investment Hotel Partners I, Limited Partnership
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not Applicable
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
State of Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 6,059,226
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
6,059,226
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,059,226
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
15.3%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 36 Pages
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CUSIP No. 258624-10-5 13D Page 4 of 36 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
GE Investment Management Incorporated
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
State of Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 1,755
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
1,755
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,755
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
**
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
PERCENTAGE OF BENEFICIAL OWNERSHIP IS LESS THAN 0.01%
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 4 of 36 Pages
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CUSIP No. 258624-10-5 13D Page 5 of 36 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
General Electric Company
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not Applicable
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
State of New York
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 1,755 (See 11 below)
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
1,755 (See 11 below)
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,755 (these shares are owned beneficially and of record by a wholly
owned subsidiary of the reporting person)
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
**
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
PERCENTAGE OF BENEFICIAL OWNERSHIP IS LESS THAN 0.01%
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 5 of 36 Pages
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CUSIP No. 258624-10-5 13D Page 6 of 36 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Trustees of General Electric Pension Trust
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
PF
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
State of New York
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 3,027,421*
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
3,027,421*
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,027,421*
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
7.6%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
EP
- -------------------------------------------------------------------------------
- - INCLUDES 2,627,534 SHARES OWNED OF RECORD BY A WHOLLY OWNED SUBSIDIARY OF
THE REPORTING PERSON AND 262,753 SHARES ISSUABLE UPON EXERCISE OF WARRANTS
OWNED BY SUCH SUBSIDIARY.
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 6 of 36 Pages
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This Amendment No. 1 amends and supplements that certain Schedule 13D filed
on November 18, 1996 (the "Schedule 13D"), by GEHOP, GE, GEIM, GEPT and PT, as
defined therein, to report such entities' beneficial ownership of shares of
Common Stock of Doubletree Corporation ("Issuer"). All capitalized terms not
otherwise defined herein shall have the meaning set forth in the Schedule 13D.
The Schedule 13D is amended as follows:
1. "PT Investments, Inc." shall be replaced by "DTPT Investment Corporation"
and "PT" shall be replaced by "DTPT" in order to reflect a change of name, as of
December 16, 1996, of PT Investments, Inc. to "DTPT Investment Corporation".
2. The fifth paragraph of Item 2 shall be amended by adding the words "Except
as set forth below" at the beginning of such paragraph and by adding the
following language at the end thereof:
"HER MAJESTY'S INSPECTORATE OF POLLUTION V. IGE MEDICAL SYSTEMS LIMITED
(St. Albans Magistrates Court, St. Albans, Hersfordshire, England, Case No.
04/00320181). In April, 1994, General Electric Medical System's U.K.
subsidiary, IGE Medical Systems Limited ("IGEMS") discovered the loss of a
radioactive barium source at the Radlett, England facility. The lost source,
used to calibrate nuclear camera detectors, emits a very low level of radiation.
IGEMS immediately reported the loss as required by the U.K. Radioactive
Substances Act. An ensuing investigation, conducted in cooperation with
government authorities, failed to locate the source. On July 21, 1994, Her
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Page 7 of 36 Pages
<PAGE>
Majesty's Inspectorate of Pollution ("HMIP") charged IGEM with violating the
Radioactive Substances Act by failing to comply with a condition of
registration. The Act provides that a registrant like IGEMS, which "does not
comply with a limitation or condition subject to which (it) is so
registered shall be guilty of (a criminal) offense." Condition 7 of IGEM's
registration states that it "shall so far as is reasonably practicable
prevent loss of any registered source."
At the beginning of trial on February 24, 1995, IGEMS entered a guilty plea
and agreed to pay a fine of L5,000 and assessed costs of L5,754. The
prosecutor's presentation focused primarily on the 1991 change in internal IGEMS
procedures and, in particular, the source logging procedure. The prosecutor
complimented IGEMS' investigation and efforts to locate the source and advised
the court that IGEMS had no previous violations of the Radioactive Substances
Act. He also told the court that the Radlett plant had been highlighted as an
exemplary facility to HMIP inspectors as part of their training. In mitigation,
IGEMS emphasized the significant infrastructure and expense undertaken by IGEMS
to provide security for radiation sources and the significant effort and expense
incurred in attempting to locate the missing source."
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 8 of 36 Pages
<PAGE>
3. Item 4 shall be amended by deleting all the text beginning at the third
paragraph therein and inserting the following in its place:
"The Issuer entered into an Agreement and Plan of Merger dated as of
September 1, 1997 ("Merger Agreement") with Promus Hotel Corporation, a Delaware
corporation ("Promus") and a newly formed company called Parent Holding Corp., a
Delaware corporation ("Parent"), whereby the Issuer will merge with a wholly
owned subsidiary of Parent and all outstanding shares of the Issuer would be
converted into shares of Common Stock of the Parent. In order to facilitate
such transaction GEIM, GEHOP and GEPT have executed a Stockholder Support
Agreement, attached hereto as Exhibit 5 (the "Support Agreement"), obligating
GEIM, GEHOP and GEPT to exercise their voting rights with respect to the shares
of the Issuer in favor of the Merger Agreement and the transactions contemplated
therein. In addition, GEIM, GEHOP and GEPT have represented in the Support
Agreement that they have no current intention to sell, assign, transfer or
otherwise dispose of the shares prior to the Termination of the Support
Agreement (which occurs upon the earlier of the termination of the Merger
Agreement or the completion of the transactions contemplated by the Merger
Agreement). GEIM, GEHOP and GEPT
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(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 9 of 36 Pages
<PAGE>
have also agreed not to solicit, initiate, encourage or engage in inquiries or
proposals that constitute a proposal or offer for a merger, consolidation,
business combination, sale of substantial assets or sale of shares of capital
stock other than the transactions contemplated in the Merger Agreement. GEIM,
GEHOP and GEPT are also currently parties to a Registration Rights Agreement
dated as of December 16, 1993 and have agreed, in the Support Agreement, not to
exercise their rights to request registration of shares of capital stock held by
them until the Termination of the Support Agreement. "
4. Item 6 shall be deleted in its entirety and replaced by the following:
"ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Reporting Persons are party to the following agreements: (1) the
Amendment No. 3 to the Incorporation and Registration Rights Agreement (a copy
of which is attached hereto as Exhibit 1), (2) the Securities Purchase Agreement
(a copy of which is attached hereto as Exhibit 2), (3) the Warrant Certificate
(a copy of which is attached hereto as Exhibit 3), (4) the outstanding option
granted to GEHOP entitling GEHOP to
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(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 10 of 36 Pages
<PAGE>
purchase 20,000 shares of Common Stock (a copy of which is attached hereto as
Exhibit 4) and (5) GEIM, GEHOP and GEPT are parties to the Stockholder Support
Agreement dated September 1, 1997, obligating the parties to vote in favor of
the Merger Agreement and of the transactions contemplated therein (a copy of
which is attached hereto as Exhibit 5)."
5. The Schedules II, III, IV and V attached hereto shall be incorporated into
the Schedule 13D and replace Schedules II, III, IV and V in the Schedule 13D.
6. The following exhibit shall be incorporated into the Schedule 13D as an
Exhibit to be filed:
Exhibit 5
Stockholder Support Agreement
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(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 11 of 36 Pages
<PAGE>
SIGNATURE
---------
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.
GE INVESTMENT HOTEL PARTNERS I,
LIMITED PARTNERSHIP
By: GE Investment Management Incorporated, Its
General Partner
By: /s/ Alan M. Lewis
---------------------------------
Name: Alan M. Lewis
Title: Executive Vice President
Dated: September 19, 1997
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(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 12 of 36 Pages
<PAGE>
SIGNATURE
---------
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.
GENERAL ELECTRIC COMPANY
By: /s/ John H. Myers
-----------------------------
Name: John H. Myers
Title: Vice President
Dated: September 19, 1997
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 13 of 36 Pages
<PAGE>
SIGNATURE
---------
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.
GE INVESTMENT MANAGEMENT INCORPORATED
By: /s/ Alan M. Lewis
----------------------------------
Name: Alan M. Lewis
Title: Executive Vice President
Dated: September 19, 1997
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 14 of 36 Pages
<PAGE>
SIGNATURE
---------
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.
GENERAL ELECTRIC PENSION TRUST
By: /s/ Alan M. Lewis
------------------------------
Name: Alan M. Lewis
Title: Trustee
Dated: September 19, 1997
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 15 of 36 Pages
<PAGE>
SIGNATURE
---------
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.
DTPT INVESTMENT CORPORATION
By: /s/ Michael M. Pastore
--------------------------------
Name: Michael M. Pastore
Title: Vice President
Dated: September 19, 1997
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 16 of 36 Pages
<PAGE>
Schedule I
JOINT FILING AGREEMENT
----------------------
The undersigned parties hereby agree that the Schedule 13D filed
herewith (and any amendments thereto) relating to the Stock of Doubletree
Corporation is being filed jointly with the Securities and Exchange Commission
pursuant to Section 13-d-1(f) on behalf of each such person.
Dated: September 19, 1997
GE INVESTMENT HOTEL PARTNERS,
LIMITED PARTNERSHIP
By: GEInvestment Management Incorporated,
Its General Partner
By: /s/ Alan M. Lewis
----------------------------------
Name: Alan M. Lewis
Title: Executive Vice President
GENERAL ELECTRIC COMPANY
By: /s/ John H. Myers
----------------------------------
Name: John H. Myers
Title: Vice President
GE INVESTMENT MANAGEMENT
INCORPORATED
By: /s/ Alan M. Lewis
----------------------------------
Name: Alan M. Lewis
Title: Executive Vice President
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
By: /s/ Alan M. Lewis
----------------------------------
Name: Alan M. Lewis
Title: Trustee
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 17 of 36 Pages
<PAGE>
DTPT INVESTMENT CORPORATION
By: /s/ Michael M. Pastore
----------------------------------
Name: Michael M. Pastore
Title: Vice President
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(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 18 of 36 Pages
<PAGE>
Schedule II
GE INVESTMENT MANAGEMENT INCORPORATED, General Partner
of GE Investment Hotel Partners I, Limited Partnership
The business address of each of the persons listed below is 3003
Summer Street, P.O. Box 7900, Stamford, Connecticut 06904.
The names and principal occupations of the Officers of GE Investment
Management Incorporated are as follows:
Officers Position(s)
- -------- -----------
John H. Myers Chairman of the Board and President
Eugene K. Bolton Executive Vice President
Michael J. Cosgrove Executive Vice President
Ralph R. Layman Executive Vice President
Alan M. Lewis Executive Vice President, General Counsel and Secretary
Robert A. MacDougall Executive Vice President
Geoffrey R. Norman Executive Vice President
Thomas J. Szkutak Executive Vice President - Chief Financial Officer
Donald W. Torey Executive Vice President
Mark A. Dunham Senior Vice President
Ronald I. Felmus Senior Vice President
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Page 19 of 36 Pages
<PAGE>
Stephen B. Hoover Senior Vice President
H. Michael Mears Senior Vice President
Philip A. Mercurio Senior Vice President
Philip A. Riordan Senior Vice President
Steven M. Beringer Vice President
Brian D. Brooks Vice President
Mark A. Davis Vice President
Constance K. Doyle Vice President
Gerald M. Goz Vice President
Michael E. Hogan Vice President
Christopher P. Mullahy Vice President
Keith G. Smith Vice President
Sheila M. Welsh Vice President
Matthew J. Witkos Vice President
Michael D. Wright Vice President
William R. Wright Vice President
Robert Bernstein Regional Vice President
Frank E. Calvaruso Regional Vice President
Robert P. Mulligan Regional Vice President
Kevin J. Sheehan Regional Vice President
Jeanne M. La Porta Vice President and Assistant Secretary
Michael M. Pastore Vice President and Assistant Secretary
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Page 20 of 36 Pages
<PAGE>
Scott A. Silberstein Vice President and Assistant Secretary
Matthew J. Simpson Vice President and Assistant Secretary
Michael J. Strone Vice President and Assistant Secretary
Robert Zalucki Vice President - Tax Counsel
The names and principal occupations of the Directors of GE Investment
Management Incorporated are as follows:
Eugene K. Bolton; Executive Vice President of GEIM and Trustee
of GEPT
Michael J. Cosgrove Executive Vice President of GEIM and Trustee
of GEPT
John H. Myers Chairman of the Board, Chief Executive
Officer and President of GEIM and Trustee of
GEPT
Ralph R. Layman Executive Vice President of GEIM and Trustee
of GEPT
Alan M. Lewis Executive Vice President, General Counsel and
Secretary of GEIM and Trustee of GEPT
Robert A. MacDougall Executive Vice President of GEIM and Trustee
of GEPT
Geoffrey R. Norman Executive Vice President of GEIM
Thomas J. Szkutak Executive Vice President and Chief
Financial Officer of GEIM and Trustee
of GEPT
Donald W. Torey Executive Vice President and Treasurer of
GEIM and Trustee of GEPT
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Page 21 of 36 Pages
<PAGE>
Schedule III
General Electric Company Executive Officers
-------------------------------------------
The business address of each of the persons listed below is 3135
Easton Turnpike, Fairfield, Connecticut 06431.
The names and principal occupations of the Officers of General
Electric Company are as follows:
The names of the Officers of General Electric Company are as follows:
Officers Position(s)
- -------- -----------
J.F. Welch, Jr. Chairman of the Board and Chief Executive Officer
P. Fresco Vice Chairman of the Board and Executive Officer
P.D. Ameen Vice President and Comptroller
J.R. Bunt Vice President and Treasurer
D.L. Calhoun Vice President - GE Transportation Systems
W.J. Conaty Senior Vice President - Human Resources
D.M. Cote Vice President - GE Appliances
D.D. Dammerman Senior Vice President - Finance
L.S. Edelheit Senior Vice President - Corporate Research and
Development
B.W. Heineman, Jr. Senior Vice President - General Counsel and Secretary
J.R. Immelt Senior Vice President - GE Medical Systems
W.J. Lansing Vice President - Corporate Business Development
W.J. McNerney, Jr. Senior Vice President - GE Lighting
E.F. Murphy Senior Vice President - GE Aircraft Engines
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Page 22 of 36 Pages
<PAGE>
R.L. Nardelli Senior Vice President - GE Power Systems
R.W. Nelson Vice President - Corporate Financial Planning and
Analysis
J.D. Opie Vice Chairman of the Board and Executive Officer
G.M. Reiner Senior Vice President - Chief Information Officer
G.L. Rogers Senior Vice President - GE Plastics
J.W. Rogers Vice President - GE Motors
L.G. Trotter Vice President - GE Electrical Distribution and Control
Citizenship
-----------
(other than United States)
C.X. Gonzalez Mexico
P. Fresco Italy
The names and principal occupations of Directors of General Electric
Company are as follows:
D.W. Calloway Chairman of the Board, Chief Executive Officer and
Director, PepsiCo, Inc.
S.S. Cathcart Retired Chairman, Illinois Tool Works
D.D. Dammerman Senior Vice President-Finance, General Electric
Company
P. Fresco Vice Chairman of the Board and Executive Officer,
General Electric Company
C.X. Gonzalez Vice Chairman of the Board and Managing Director,
Kimberly-Clark de Mexico, S.A. de C.V.
R.E. Mercer Retired Chairman of the Board and former Director,
the Goodyear Tire & Rubber Company
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Page 23 of 36 Pages
<PAGE>
G.G. Michelson Former Director, Federated Department Stores
J.O. Opie Vice Chairman of the Board and Executive
Officer, General Electric Company
R.S. Penske President, Penske Corporation
B.S. Prieskel Former Senior Vice President, Motion Picture
Association of America
F.H.T. Rhodes President Emeritus, Cornell University
A.C. Sigler Retired Chairman of the Board and CEO and
former Director, Champion International
Corporation
D.A. Warner III Chairman of the Board, President, and Chief
Executive Officer, J.P. Morgan & Co.
Incorporated and Morgan Guaranty Trust
Company
J.F. Welch, Jr. Chairman of the Board and Chief Executive
Officer, General Electric Company
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Schedule IV
DTPT INVESTMENT CORPORATION
---------------------------
The business address of each of the persons listed below is 3003
Summer Street, P.O. Box 7900, Stamford, Connecticut 06904.
The names and principal occupations of each of the Executive Officers
of DTPT Investment Corporation are as follows:
Donald W. Torey; President
Robert J. Zalucki Vice President and Assistant Secretary
and Assistant Treasurer
David W. Wiederecht Vice President and Treasurer
Michael M. Pastore Vice President and Secretary
The names and principal occupations of each of the directors of DTPT
Investment Corporation are as follows:
Alan M. Lewis Executive Vice President, General
Counsel and Secretary of GEIM and
Trustee of GEPT
Donald W. Torey Executive Vice President of GEIM and
Trustee of GEPT
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Schedule V
GENERAL ELECTRIC PENSION TRUST
------------------------------
The business address of each of the persons listed below is 3003
Summer Street, P.O. Box 7900, Stamford, Connecticut 06904.
The names and principal occupations of each of the Trustees of the
General Electric Pension Trust are as follows:
Eugene K. Bolton Executive Vice President of GEIM
Michael J. Cosgrove Executive Vice President of GEIM
John H. Myers Chairman of the Board, Chief Executive
Officer and President of GEIM
Ralph R. Layman Executive Vice President of GEIM
Alan M. Lewis Executive Vice President, General
Counsel and Secretary of GEIM
Robert A. MacDougall Executive Vice President of GEIM
Thomas J. Szkutak Executive Vice President and Chief
Financial Officer of GEIM
Donald W. Torey Executive Vice President and Treasurer
of GEIM
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EXHIBIT 5
STOCKHOLDER SUPPORT AGREEMENT
STOCKHOLDER SUPPORT AGREEMENT dated as of September 1, 1997 (this
"Agreement"), by GE Investment Management Incorporated ("GEIM"), GE Investment
Hotel Partners I, Limited Partnership ("GEHOP" and together with GEIM, the "GE
Entities"), the Trustees of General Electric Pension Trust ("GEPT"), Red Lion, a
California limited partnership ("Red Lion"), Richard J. Ferris ("Ferris"), Ridge
Partners, L.P. ("Ridge"), Kelrick, Inc. ("Kelrick" and together with Ferris and
Ridge, the "Ferris Entities"), Peter V. Ueberroth ("Ueberroth"), The Ueberroth
Family Trust ("Ueberroth FT") and The Ueberroth Investment Trust ("Ueberroth IT"
and together with Ueberroth and Ueberroth FT, the "Ueberroth Entities"), to and
for the benefit of Promus Hotel Corporation, a Delaware corporation ("Promus").
Each of the GE Entities, GEPT, Red Lion, the Ferris Entities and the Ueberroth
Entities are referred to herein as a "Stockholder" and collectively as the
"Stockholders." Capitalized terms used and not otherwise defined herein shall
have the respective meanings assigned to them in the Merger Agreement referred
to below.
WHEREAS, as of the date hereof, the GE Entities own of record and
beneficially 6,060,981 shares (such shares, together with any other voting or
equity securities of Doubletree hereafter acquired by the GE Entities prior to
the termination of this Agreement, being referred to herein collectively as the
"GE Shares") of common stock, par value $.01 per share ("Doubletree Common
Stock"), of Doubletree Corporation, a Delaware corporation ("Doubletree");
WHEREAS, as of the date hereof, GEPT owns of record and beneficially
3,027,441 shares (such shares, together with any other voting or equity
securities of Doubletree hereafter acquired by GEPT prior to the termination of
this Agreement, being referred to herein collectively as "GEPT Shares") of
Doubletree Common Stock;
WHEREAS, as of the date hereof, Red Lion owns of record and beneficially
3,882,283 shares (such shares, together with any other voting or equity
securities of Doubletree hereafter acquired by Red Lion prior to the termination
of this Agreement, being referred to herein collectively as the "Red Lion
Shares") of Doubletree Common Stock;
WHEREAS, as of the date hereof, the Ferris Entities own of record and
beneficially 1,576,182 shares (such shares, together with any other voting or
equity securities of Doubletree hereafter acquired by the Ferris Entities prior
to the termination of this Agreement, being referred to herein collectively as
the "Ferris Shares") of Doubletree Common Stock:
WHEREAS, as of the date hereof, the Ueberroth Entities own of record and
beneficially 1,124,182 shares (such shares, together with any other voting or
equity securities of Doubletree hereafter acquired by the Ueberroth Entities
prior to the termination of this Agreement, being referred to herein
collectively as the "Ueberroth Shares" and, together with the GE Shares, the
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GEPT Shares, the Red Lion Shares and the Ferris Shares, the "Shares") of
Doubletree Common Stock;
WHEREAS, concurrently with the execution of this Agreement, Doubletree,
Promus and Parent Holding Corp., a Delaware corporation ("Parent"), are entering
into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), pursuant to which, upon the terms and subject to the conditions
thereof, (i) a newly formed subsidiary of Parent will be merged with and into
Doubletree (the "Doubletree Merger"), and (ii) a second newly formed subsidiary
of Parent will be merged with and into Promus (the "Promus Merger") such that
Doubletree and Promus will become wholly-owned subsidiaries of Parent and the
stockholders of Doubletree and Promus will become stockholders of Parent; and
WHEREAS, as a condition to the willingness of Promus and Doubletree to
enter into the Merger Agreement and the Stock Option Agreements (as defined in
the Merger Agreement), Promus has requested the Stockholders agree, and in order
to induce Promus to enter into the Merger Agreement and the Stock Option
Agreements, the Stockholders are willing to agree, severally but not jointly, to
vote in favor of adopting the Merger Agreement and approving the Doubletree
Merger, upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, the
parties hereby agree, severally and not jointly, as follows:
Section 1. VOTING OF SHARES. Until the termination of this Agreement in
accordance with the terms hereof, each Stockholder hereby agrees that, at the
Doubletree Stockholders' Meeting or any other meeting of the stockholders of
Doubletree, however called, and in any action by written consent of the
stockholders of Doubletree, such Stockholder will vote all of its respective
Shares (a) in favor of adoption of the Merger Agreement and approval of the
Doubletree Merger and the other transactions contemplated by the Merger
Agreement, and (b) in favor of any other matter necessary to the consummation of
the transactions contemplated by the Merger Agreement and considered and voted
upon by the stockholders of Doubletree (or any class thereof). In addition,
each Stockholder agrees that it will, upon request by Promus, furnish written
confirmation, in form and substance reasonably satisfactory to Promus, of such
Stockholder's support for the Merger Agreement and the Doubletree Merger. Each
Stockholder acknowledges receipt and review of a copy of the Merger Agreement.
Section 2. TRANSFER OF SHARES. Each Stockholder represents and warrants
that it has no present intention of taking any action, prior to the termination
of this Agreement in accordance with the terms hereof, to, directly or
indirectly, (a) sell, assign, transfer (including by merger, testamentary
disposition, interspousal disposition pursuant to a domestic relations
proceeding or otherwise by operation of law), pledge, encumber or otherwise
dispose of any of its respective Shares, (b) deposit any of its respective
Shares into a voting trust or enter into a voting agreement or arrangement with
respect to any such Shares or grant any proxy or power of attorney with respect
thereto which is inconsistent with this Agreement or (c) enter into any
contract, option or other arrangement or undertaking with
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<PAGE>
respect to the direct or indirect sale, assignment, transfer (including by
merger, testamentary disposition, interspousal disposition pursuant to a
domestic relations proceeding or otherwise by operation of law) or other
disposition of any Shares.
Section 3. NO SOLICITATION. Prior to the termination of this Agreement in
accordance with its terms, each Stockholder agrees (a) that it will not, nor
will it authorize or permit any of its officers, directors, employees, agents
and representatives to, directly or indirectly, initiate or solicit any
inquiries or the making of any Acquisition Proposal and (b) that it will notify
Promus as soon as possible (and in any event within 48 hours) if any such
inquiries or proposals are received by, any information or documents is
requested from, or any negotiations or discussions are sought to be initiated or
continued with, it or any of its affiliates.
Section 4. TERMINATION. This Agreement shall terminate upon the earliest
to occur of (i) the Effective Time or (ii) any termination of the Merger
Agreement in accordance with the terms thereof; provided that the provisions of
Section 7 shall survive any termination of this Agreement, and provided further
that no such termination shall relieve any party of liability for a breach
hereof prior to termination.
Section 5. REGISTRATION RIGHTS. Until the termination of this Agreement in
accordance with the terms hereof, no Stockholder will exercise any of its rights
to request or require registration of any securities under the Incorporation and
Registration Rights Agreement dated as of December 16, 1993, as amended on June
30, 1994, February 27, 1996 and November 8, 1996, by and among Doubletree and
certain stockholders of Doubletree (the "Registration Rights Agreement).
Section 6. SPECIFIC PERFORMANCE. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
Section 7. MISCELLANEOUS.
(a) This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, both written and oral, between the parties with
respect thereto. This Agreement may not be amended, modified or rescinded except
by an instrument in writing signed by each of the parties hereto.
(b) If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted by
applicable law in a mutually acceptable manner in
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order that the terms of this Agreement remain as originally contemplated to the
fullest extent possible.
(c) This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without regard to the principles of
conflicts of law thereof.
(d) Notwithstanding anything herein to the contrary, the covenants and
agreements set forth herein shall not prevent any of the Stockholders'
designees, partners or affiliates serving on the Board of Directors of
Doubletree from taking any action, subject to the applicable provisions of the
Merger Agreement, while acting in such capacity as a director of Doubletree.
(e) Notwithstanding any provisions hereof, none of the obligations of any
Stockholder under or contemplated by this Agreement shall be an obligation of
(i) any officer, director, stockholder, limited partner, general partner or
owner of such Stockholder, or any of their respective officers, directors,
stockholders, limited partners, general partners or owners, or successors or
assigns or (ii) any other Stockholder. Each Stockholder shall be the only person
or entity liable with respect to its obligations. Any monetary liability of a
Stockholder under this Agreement shall be satisfied solely out of the assets of
such Stockholder. Each Stockholder hereby irrevocably waives any right it may
have against any such officer, director, stockholder, limited partner, general
partner, owner, successor or assign identified above as a result of the
performance of the provisions under or contemplated by this Agreement. Nothing
in this Section 7(e) shall prevent Promus from obtaining specific enforcement of
the obligations of any Stockholder under this Agreement.
(f) This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.Signature Page for Stockholder Support Agreement
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Signature Page for Stockholder Support Agreement
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed by their respective duly authorized officers as of the
date first written above.
GE INVESTMENT MANAGEMENT INCORPORATED
-------------------------------------
By:
Its:
GE INVESTMENT HOTEL PARTNERS I, LIMITED
PARTNERSHIP
By:
Its:
--------------------------------
By:
Its:
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
-------------------------------------
By:
Its:
RED LION
By:
Its: General Partner
--------------------------------
By:
Its:
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<PAGE>
Signature Page for Stockholder Support Agreement
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed by their respective duly authorized officers as of the
date first written above.
GE INVESTMENT MANAGEMENT INCORPORATED
-------------------------------------
By:
Its:
GE INVESTMENT HOTEL PARTNERS I, LIMITED
PARTNERSHIP
By:
Its:
--------------------------------
By:
Its:
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
-------------------------------------
By:
Its:
RED LION
By:
Its: General Partner
--------------------------------
By:
Its:
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Signature Page for Stockholder Support Agreement
--------------------------------------
Richard J. Ferris
RIDGE PARTNERS, L.P.
By:
Its: General Partner
---------------------------------
By:
Its:
KELRICK, INC.
--------------------------------------
By:
Its:
--------------------------------------
Peter V. Ueberroth
THE UEBERROTH FAMILY TRUST
--------------------------------------
By:
Its:
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Signature Page for Stockholder Support Agreement
--------------------------------------
Richard J. Ferris
RIDGE PARTNERS, L.P.
By:
Its: General Partner
---------------------------------
By:
Its:
KELRICK, INC.
--------------------------------------
By:
Its:
--------------------------------------
Peter V. Ueberroth
THE UEBERROTH FAMILY TRUST
--------------------------------------
By:
Its:
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Signature Page for Stockholder Support Agreement
THE UEBERROTH INVESTMENT TRUST
---------------------------------------
By:
Its:
Agreed and Acknowledged:
PROMUS HOTEL CORPORATION
- ------------------------------------
By:
Its:
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Signature Page for Stockholder Support Agreement
THE UEBERROTH INVESTMENT TRUST
----------------------------------------
By:
Its:
Agreed and Acknowledged:
PROMUS HOTEL CORPORATION
- ---------------------------------
By:
Its:
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