<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
(AMENDMENT NO. 1)
TO
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13-2(a)
CANDLEWOOD HOTEL COMPANY, INC.
------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of Class of Securities)
13741M 10 8
---------------
(CUSIP Number)
Jack P. DeBoer
Chief Executive Officer
Lakepoint Office Park
9342 East Central
Wichita, Kansas 67206
(316) 631-1300
----------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Charles K. Ruck, Esq.
Latham & Watkins
650 Town Center Drive
Twentieth Floor
Costa Mesa, California 92626-1925
July 10, 1998
--------------------------------------------------
(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 subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Page 1 of 23 Pages
Exhibit Index is on Page 19
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 13741M 10 8 PAGE 2 OF 22 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DOUBLETREE CORPORATION
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,587,500 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Number of -----------------------------------------------------------------
Shares 8 SHARED VOTING POWER
Beneficially 16,661,640 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Owned By -----------------------------------------------------------------
Each 9 SOLE DISPOSITIVE POWER
Reporting 2,587,500 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Person -----------------------------------------------------------------
With 10 SHARED DISPOSITIVE POWER
0 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 13741M 10 8 PAGE 3 OF 22 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WARREN D. FIX, ON BEHALF OF HIMSELF, AND AS THE GENERAL PARTNER OF THE
WARREN D. FIX FAMILY PARTNERSHIP, L.P. AND AS TRUSTEE FOR THE WARREN D.
FIX DEFINED BENEFIT PLAN TRUST DATED JANUARY 1, 1989
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
326,281 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Number of -----------------------------------------------------------------
Shares 8 SHARED VOTING POWER
Beneficially 16,661,640 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Owned By -----------------------------------------------------------------
Each 9 SOLE DISPOSITIVE POWER
Reporting 326,281 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Person -----------------------------------------------------------------
With 10 SHARED DISPOSITIVE POWER
0 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 13741M 10 8 PAGE 4 OF 22 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WARREN D. FIX FAMILY PARTNERSHIP, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
KANSAS
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
274,965 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Number of -----------------------------------------------------------------
Shares 8 SHARED VOTING POWER
Beneficially 16,661,640 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Owned By -----------------------------------------------------------------
Each 9 SOLE DISPOSITIVE POWER
Reporting 274,965 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Person -----------------------------------------------------------------
With 10 SHARED DISPOSITIVE POWER
0 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 13741M 10 8 PAGE 5 OF 22 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JACK P. DEBOER
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,194,212 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Number of -----------------------------------------------------------------
Shares 8 SHARED VOTING POWER
Beneficially 16,661,640 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Owned By -----------------------------------------------------------------
Each 9 SOLE DISPOSITIVE POWER
Reporting 2,194,212 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Person -----------------------------------------------------------------
With 10 SHARED DISPOSITIVE POWER
0 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 13741M 10 8 PAGE 6 OF 22 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SKYLER SCOTT DEBOER, CO-TRUSTEE OF THE ALEXANDER JOHN DEBOER TRUST DATED
MARCH 14, 1995, CO-TRUSTEE OF THE CHRISTOPHER SCOTT DEBOER TRUST DATED
MARCH 14, 1995
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Number of -----------------------------------------------------------------
Shares 8 SHARED VOTING POWER
Beneficially 16,661,640 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Owned By -----------------------------------------------------------------
Each 9 SOLE DISPOSITIVE POWER
Reporting 0 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Person -----------------------------------------------------------------
With 10 SHARED DISPOSITIVE POWER
112,276 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 13741M 10 8 PAGE 7 OF 22 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LYNN A. DEBOER, CO-TRUSTEE OF THE ALEXANDER JOHN DEBOER TRUST DATED
MARCH 14, 1995, CO-TRUSTEE OF THE CHRISTOPHER SCOTT DEBOER TRUST DATED
MARCH 14, 1995
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Number of -----------------------------------------------------------------
Shares 8 SHARED VOTING POWER
Beneficially 16,661,640 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Owned By -----------------------------------------------------------------
Each 9 SOLE DISPOSITIVE POWER
Reporting 0 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
Person -----------------------------------------------------------------
With 10 SHARED DISPOSITIVE POWER
112,276 SHARES OF COMMON STOCK (SEE ITEMS 2 - 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
This Amendment No. 1 ("Amendment") with respect to the Schedule
13D filed on May 4, 1998 (the "Statement"), relating to the Common Stock, par
value $.01 per share, of Candlewood Hotel Company, Inc., a Delaware corporation,
hereby amends the Statement in the following respects only, effective as of July
10, 1998. Unless otherwise indicated, all capitalized terms shall have the same
meaning as provided in the Statement.
Item 1. Security and Issuer.
Item 1 is hereby amended and restated in its entirety as follows:
The title of the classes of equity securities to which
this Schedule 13D relates are Common Stock, par value $0.01 per share
(the "Common Shares"), Series A Cumulative Convertible Preferred Stock,
par value $0.01 per share (the "Series A Preferred Shares"), Series B
Cumulative Convertible Preferred Stock, par value $0.01 per share (the
"Series B Preferred Shares" and, together with the Series A Preferred
Shares, the "Preferred Shares"), and warrants ("Warrants") exercisable
for Common Shares at the option of the holder, of Candlewood Hotel
Company, Inc., a Delaware corporation (the "Company"). The address of
the Company is 9342 East Central, Wichita, Kansas, 67206.
Item 2. Identity and Background.
Item 2 is hereby amended by the deletion of the second paragraph
and the insertion of the following in replacement thereof:
This Amendment is filed by the Reporting Persons to report
the execution of and agreement to be bound by the Amended and Restated
Stockholders Agreement dated July 10, 1998 by and among the Reporting
Persons, the Company and the parties listed on Schedule III (the
"Restated Stockholders Agreement"), a copy of which is attached hereto
as Exhibit 6. The Restated Stockholders Agreement replaces in its
entirety the Stockholders Agreement dated September 22, 1997 by and
among the Reporting Persons, the Company and the other parties thereto
(the "Previous Stockholders Agreement") discussed in, and the subject
of, the Statement as originally filed on May 4, 1998. Although all of
the parties to the Restated Stockholders Agreement may constitute a
group for purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended, this Amendment is filed only by the Reporting Persons.
8
<PAGE> 9
Item 4. Purpose of Transaction.
Paragraphs one through six of Item 4 are hereby amended and
restated in their entirety as follows:
On July 13, 1998 and August 3, 1998, the Company sold an
aggregate of 42,000 shares of Series B Preferred Shares and warrants to
purchase 336,000 Common Shares (the "Series B Warrants") to the parties
listed on Schedule V (collectively, the "Series B Preferred Holders"
and, together with the holders of the Series A Preferred Shares (the
"Series A Preferred Holders"), the "Preferred Holders") for a purchase
price per Series B Preferred Share of $1,000 and an aggregate purchase
price of $42 million (the "Series B Preferred Stock Offering"). The
Company's charter and bylaws were amended to reflect the changes in
capitalization and in the structure of the Board of Directors of the
Company (the "Board"). The Company has expressed its intent to use the
proceeds from the Series B Preferred Stock Offering to fund the
Company's national expansion of Candlewood hotels primarily through the
development of Company-owned Candlewood hotels, and to a lesser extent
through Company investment in the development of Candlewood hotels by
its franchisees. In connection with the Series B Preferred Stock
Offering, the Previous Stockholders Agreement was terminated and the
Company, the Reporting Persons, certain of the holders of the Series A
Preferred Shares and the holders of the Series B Preferred Shares, as
listed on Schedule V to this Amendment entered into the Restated
Stockholders Agreement.
Each Preferred Share is convertible into Common Shares at
an initial ratio of approximately 105.26316 Common Shares per Preferred
Share, subject to adjustment in the event of certain issuances of
securities, or certain dividends, distributions, reclassifications,
mergers, sales, consolidations, or other reorganizations. The holders of
Preferred Shares vote, on an as converted basis, with the holders of
Common Shares, as a single class, on the election of the Board and all
other matters to be approved by the Company's stockholders. The
outstanding Series A Preferred Shares currently represent a total of
6,842,105 Common Shares on an as-converted basis, or 33.2% of the voting
power of the Company and the outstanding Series B Preferred Shares
currently represent a total of 4,421,052 Common Shares on an
as-converted basis, or 21.4% of the voting power of the Company. (See
Item 5.) In addition, the holders of Preferred Shares have separate
class voting rights with respect to certain transactions as enumerated
in the Company's Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of Preferred Stock and
Qualifications, Limitations and Restrictions Thereof for each of the
Series A Preferred Shares and the Series B Preferred Shares filed with
the office of the Secretary of State for the State of Delaware on
September 22, 1997 and July 13, 1998, respectively. The Series B
Warrants are initially exercisable into 336,000 Common Shares at an
exercise price of $12.00 per Common Share, subject to certain
anti-dilution adjustments, and expire on July 10, 2005.
In connection with the Series B Preferred Stock Offering,
the authorized number of members of the Board was increased from ten to
twelve. The Restated Stockholders Agreement provides that, subject to
certain conditions,
9
<PAGE> 10
(i) so long as each member of the Series A Purchaser Group (as defined
below) holds at least 20% of the Preferred Shares that it originally
purchased, Olympus Growth Fund II, L.P. ("Olympus"), Desai Capital
Management, Inc. ("Desai") and Pecks Management Partners Ltd. ("Pecks")
(collectively, the "Series A Purchaser Group") are each entitled to
designate a single individual for nomination to stand for election to
the Board (for a total of three director nominees selected by the Series
A Purchaser Group) and (ii) so long as the Series B Preferred Holders
hold at least 20% of the Series B Preferred Shares that were purchased
in the Series B Preferred Stock Offering, the holders of at least a
majority of the Series B Preferred Shares are entitled to designate a
single individual for nomination to stand for election to the Board. The
Restated Stockholders Agreement also provides that, subject to certain
conditions described below, Doubletree (or a permitted transferee) shall
be entitled to designate two individuals for nomination to stand for
election to the Board, and DeBoer, the Christopher Trust, the Alexander
Trust and Fix (collectively, the "DeBoer/Fix Holders") (or a permitted
transferee) are entitled to collectively designate two individuals for
nomination to stand for election to the Board. The Restated Stockholders
Agreement permits, subject to certain conditions described below,
Doubletree together with the DeBoer/Fix Holders to designate the
remaining independent directors for nomination to stand for election to
the Board and to designate the president of the Company for nomination
to stand for election to the Board. Each of the parties to the Restated
Stockholders Agreement has agreed to vote all of its Preferred Shares,
all the Common Shares issued upon conversion of the Preferred Shares or
exercise of the Warrants, excluding any shares sold in a Public Sale (as
defined) and all Subject Shares (as defined), in favor of the
individuals nominated to the Board by the other parties to the Restated
Stockholders Agreement. Finally, pursuant to the Restated Stockholders
Agreement, the Christopher Trust, the Alexander Trust and the Fix
Partnership granted DeBoer an irrevocable proxy to vote their respective
shares in certain circumstances.
Except as set forth above with respect to their agreement
to vote their shares in favor of the designated nominees to the Board,
the Parties to the Restated Stockholders Agreement retain voting power
as to all other matters that may be subject to the vote of stockholders
from time to time.
The rights and obligations of the Preferred Holders under
the Restated Stockholders Agreement shall terminate as follows: (a) in
the case of the Series A Preferred Holders, upon failure of all Series A
Preferred Holders to collectively hold, beneficially or of record, at
least 20% of the Series A Preferred Shares or Common Share equivalents
purchased in the Series A Preferred Offering, (b) in the case of the
Series B Preferred Holders, upon failure of all Series B Preferred
Holders to collectively hold, beneficially or of record, at least 20% of
the Series B Preferred Shares or Common Share equivalents purchased in
the Series B Preferred Offering, or (c) in the case of any Preferred
Holder, on the
10
<PAGE> 11
date that the Common Shares resulting from the conversion of Preferred
Shares held by such Preferred Holder into Common Shares have been sold
pursuant to an effective registration statement in accordance with the
rules and regulations of the Securities and Exchange Commission or a
sale pursuant to Rule 144 thereof. In addition, the rights and
obligations of any of Olympus, Desai or Pecks under the Restated
Stockholders Agreement terminate if such entity holds, beneficially or
of record, less than 20% of the Series A Preferred Shares or Common
Share equivalents purchased by such entity in the Series A Preferred
Stock Offering. The rights and obligations of Doubletree and the
DeBoer/Fix Holders under the Restated Stockholders Agreement as to their
Common Shares terminate upon both the failure of such holders or their
permitted transferees, collectively, to hold, beneficially or of record,
at least 20% of the outstanding voting interests of the Company, and the
termination of the rights of the Series A Preferred Holders and the
Series B Preferred Holders pursuant to clauses (a) and (b) of this
paragraph.
As of December 1, 1998, there are nine directors on the
Board with three vacancies. Pursuant to the terms of the Restated
Stockholders Agreement, Doubletree and the DeBoer/Fix Holders are
entitled to nominate the persons to fill two of these vacancies and
Desai is entitled to nominate the person to fill the remaining vacancy.
Item 5. Interest in Securities of the Company.
(a) Item 5(a) is hereby amended and restated in its entirety as
follows:
The following table sets forth as of October 30, 1998 the
name of each Reporting Person, the aggregate number of Common Shares
beneficially owned by each such Reporting Person, and the percentage of
the Common Shares beneficially owned by each such Reporting Person, in
each case after giving effect to the conversion of the Company's Series
A Preferred Shares, Series B Preferred Shares and Warrants into Common
Shares.
11
<PAGE> 12
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
COMMON SHARES COMMON SHARES COMMON SHARES COMMON SHARES
BENEFICIALLY BENEFICIALLY BENEFICIALLY BENEFICIALLY
OWNED OWNED OWNED OWNED
EXCLUDING EXCLUDING INCLUDING INCLUDING
OWNERSHIP VIA OWNERSHIP OWNERSHIP OWNERSHIP
RESTATED VIA RESTATED VIA RESTATED VIA RESTATED
STOCKHOLDERS STOCKHOLDERS STOCKHOLDERS STOCKHOLDERS
REPORTING PERSONS AGREEMENT(1)(2)(3) AGREEMENT(1)(2) AGREEMENT(1)(3)(4) AGREEMENT(1)(4)
- ----------------- ------------------ --------------- ------------------ ---------------
<S> <C> <C> <C> <C>
Doubletree Corporation(5) 2,587,500 12.5% 16,661,640 80.7%
Warren D. Fix Family 274,965 1.3% 16,661,640 80.7%
Partnership, L.P.
Warren D. Fix, on behalf of 326,281 1.5% 16,661,640 80.7%
himself and as the General
Partner of the Warren D. Fix
Family Partnership, L.P. and
as Trustee for the Warren D.
Fix Defined Benefit Plan Trust
dated 1/1/89(6)
Jack P. DeBoer (7) 2,194,212 11.1% 16,661,640 80.7%
Skyler Scott DeBoer (8), 112,276 * 16,661,640 80.7%
Co-Trustee of the Alexander
Trust and Co-Trustee of the
Christopher Trust
Lynn A. DeBoer (8), Co-Trustee 112,276 * 16,661,640 80.7%
of the Christopher Trust and
Co-Trustee of the Alexander
Trust
</TABLE>
- --------------------------------------------------------------------------------
* Indicates less than 1%.
(1) Gives effect to the conversion of the Company's Series A Preferred Shares,
Series B Preferred Shares and Warrants into Common Shares. After giving
effect to such conversion, the total number of outstanding Common Shares is
20,624,157.
(2) Excludes all securities that the Reporting Person may be deemed to
beneficially own solely through its execution of the Restated Stockholders
Agreement.
(3) Includes options exercisable within 60 days of October 30, 1998.
(4) Includes all securities that the Reporting Person may be deemed to
beneficially own solely through its execution of the Restated Stockholders
Agreement. Each Reporting Person is a party to the Restated Stockholders
Agreement and therefore may be deemed to have acquired beneficial
ownership, for purposes of Sections 13(d) and 13(g) of the Securities
Exchange Act of 1934, as amended, of all equity securities of the Company
beneficially owned by all other parties to the Restated Stockholders
Agreement. The Reporting Persons are unaware of all of the holdings of the
parties to the Restated Stockholders Agreement that are not Reporting
Persons and have thus included only the Preferred Shares issued to such
other parties in the Preferred Stock Offering. The Reporting Persons
disclaim beneficial ownership of the listed shares except to the extent
that they have a pecuniary interest therein.
(5) Doubletree is a wholly-owned subsidiary of Promus Hotel Corporation
("Promus"). The executive officers and directors of Doubletree also serve
as executive officers and directors of Promus in the same capacities.
Except for William L. Perocchi, Executive Vice President and Chief
Financial Officer of Doubletree, who owns 3,000 shares of Common Shares or
less than one percent of the outstanding Common Shares, no executive
officer or director of Doubletree beneficially owns Common Shares.
(6) Includes 274,965 Common Shares that Fix may be deemed to beneficially own
as the General Partner of the Fix Partnership. Includes 26,316 Common
Shares (250 Series A Preferred Shares on an as-converted basis) held as
Trustee for the Warren D. Fix Defined Benefit Plan Trust dated January 1,
1989. Includes 25,000 Common Shares subject to options exercisable in 60
days following October 30, 1998. Fix disclaims beneficial ownership of the
listed shares except to the extent he has a pecuniary interest therein.
12
<PAGE> 13
(7) Includes 2,087,149 Common Shares beneficially owned directly by DeBoer, and
105,263 Common Shares which represent 1,000 Series A Preferred Shares
beneficially owned directly by DeBoer on an as-converted basis. Includes
1,800 Common Shares owned by DeBoer's wife. Excludes shares subject to
proxy granted to DeBoer by Fix and the Christopher Trust and Alexander
Trust in the Restated Stockholders Agreement.
(8) Includes 8,100 Common Shares held by Skyler Scott DeBoer, Lynn A. DeBoer's
husband. Skyler Scott DeBoer and Lynn A. DeBoer have shared voting and
dispositive power as to the 52,088 Common Shares held in the Christopher
Trust and the 52,088 Common Shares held in the Alexander Trust.
(b) Item 5(b) is hereby amended and restated in its entirety as
follows:
See the response to Items 5(a) above, and numbers 7-11 and
13 set forth on the cover pages hereto, for information with respect to
each Reporting Person regarding the number of equity securities of the
Company to which this Schedule 13D relates as to which there is sole
power to vote or to direct the vote, shared power to vote or to direct
the vote, sole power to dispose or direct disposition or shared power to
dispose or to direct the disposition.
With respect to the responses to Items 7 and 8 set forth
on the cover pages hereto, the Reporting Persons have assumed that each
Reporting Person has the sole power to vote the Common Shares directly
owned by such Reporting Person, but shared power to vote the Common
Shares beneficially owned by each of the other Reporting Persons as a
result of the terms of the Restated Stockholders Agreement.
Except as described in Item 4 with respect to their
agreement to vote their shares in favor of the designated nominees to
the Board, the parties to the Restated Stockholders Agreement retain
voting power as to all other matters that may be subject to the vote of
stockholders from time to time.
(c) Schedule IV attached hereto sets forth all transactions in
the Company's equity securities effected by or for the account of any of the
Reporting Persons or the persons set forth on Schedule II during the past 60
days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Company.
Item 6 is hereby amended and restated in its entirety as follows:
The Reporting Persons have filed this Amendment No. 1 to
Schedule 13D to report the execution and delivery of the Restated
Stockholders Agreement, pursuant to which the Reporting Persons and
others have agreed, among other things, to vote the equity securities of
the Company held by them for the nominees for the Board of the other
parties to the Restated Stockholders Agreement in accordance with the
terms and upon the conditions set forth therein. As a result of their
agreement to act together for the purpose of voting the equity
securities of the Company in accordance with the terms of the Restated
Stockholders Agreement, each Reporting Person is deemed to have acquired
13
<PAGE> 14
beneficial ownership, for purposes of Sections 13(d) and 13(g) of the
Securities Exchange Act of 1934, as amended, as of the date of the
Restated Stockholders Agreement, of all equity securities of the Company
beneficially owned by each Reporting Person. Accordingly, each of the
Reporting Persons has filed this Amendment No. 1 to Schedule 13D to
report the "acquisition" of beneficial ownership of more than five
percent of the equity securities of the Company to which this Amendment
No. 1 to Schedule 13D relates. However, each Reporting Person disclaims
beneficial ownership of the equity securities of every other party to
the Restated Stockholders Agreement except to the extent that the
Reporting Person has a pecuniary interest therein.
Additionally, the Company, the Reporting Persons and the
other Preferred Holders have entered into an Amended and Restated
Registration Rights Agreement dated July 10, 1998 (the "Registration
Rights Agreement"), a copy of which is attached hereto as Exhibit 7. The
Registration Rights Agreement terminates that certain Registration
Rights Agreement dated September 22, 1997 among the Company, the
Reporting Persons and the other Preferred Holders. Pursuant to the terms
of the Registration Rights Agreement, the Reporting Persons have two
demand registration rights under which they may require (subject to
certain limitations) the Company to register under the Securities Act of
1933, as amended, certain Common Shares owned by the parties. The
Company is not required to file a registration statement upon exercise
of these demand registration rights within 180 days following any
underwritten public offering of Common Shares or securities, convertible
into or exercisable or exchangeable for Common Shares. The Company is
also obligated to allow the parties to participate in underwritten
offerings originated by the Company, subject to certain limitations. All
expenses of any registration relating to securities as provided in the
Registration Rights Agreement (other than underwriting discounts and
commissions and fees and expenses of counsel for selling stockholders)
are to be borne by the Company.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by the insertion of the following:
Exhibit 6: Amended and Restated Stockholders Agreement dated
July 10, 1998.*
Exhibit 7: Amended and Restated Registration Rights Agreement
dated July 10, 1998.*
* Incorporated by reference to the Company's Current
Report on Form 8-K filed on August 10, 1998.
14
<PAGE> 15
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: December 14, 1998
DOUBLETREE CORPORATION
By: /S/ PETER H. KESSER
--------------------------------
Name: Peter H. Kesser
Title: Vice President
15
<PAGE> 16
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: December 14, 1998
WARREN D. FIX FAMILY PARTNERSHIP, L.P.
By: /S/ WARREN D. FIX
----------------------------------
Name: Warren D. Fix
Title: General Partner
WARREN D. FIX, for himself and on
behalf of the WARREN D. FIX DEFINED
BENEFIT PLAN TRUST DATED JANUARY 1,
1989
By: /S/ WARREN D. FIX
----------------------------------
Name: Warren D. Fix
16
<PAGE> 17
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: December 14, 1998
/S/ JACK P. DEBOER
-----------------------------------------
Jack P. DeBoer
17
<PAGE> 18
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: December 14, 1998
THE ALEXANDER JOHN DeBOER TRUST
DATED MARCH 14, 1995
By: /S/ SKYLER SCOTT DEBOER
-------------------------------------
Name: Skyler Scott DeBoer, Co-Trustee
By: /S/ LYNN A. DEBOER
-------------------------------------
Name: Lynn A. DeBoer, Co-Trustee
THE CHRISTOPHER SCOTT DeBOER TRUST
DATED MARCH 14, 1995
By: /S/ SKYLER SCOTT DEBOER
-------------------------------------
Name: Skyler Scott DeBoer, Co-Trustee
By: /S/ LYNN A. DEBOER
-------------------------------------
Name: Lynn A. DeBoer, Co-Trustee
18
<PAGE> 19
EXHIBIT INDEX
-------------
Exhibit 6: Amended and Restated Stockholders Agreement dated July 10,
1998.*
Exhibit 7: Amended and Restated Registration Rights Agreement dated July
10, 1998.*
* Incorporated by reference to the Company's Current Report on
Form 8-K filed on August 10, 1998.
19
<PAGE> 20
SCHEDULE II
DIRECTORS AND OFFICERS
OF EACH REPORTING PERSON
THAT IS A CORPORATION
OR A GENERAL OR LIMITED PARTNERSHIP
AND OF EACH PERSON CONTROLLING
A REPORTING PERSON
Schedule II is hereby amended by the deletion of reference to the
following persons for the reasons set forth below:
Raymond E. Schultz is no longer the Chairman of the Board and
Chief Executive Officer of Promus and Doubletree. Richard. M. Kelleher
is no longer the President, Chief Operating Officer and Director of the
Promus and Doubletree. Richard J. Ferris and Michael D. Rose are no
longer Directors of Promus.
Schedule II is hereby further amended by the insertion of the following:
Norman P. Blake, Jr. is the Chairman of the Board of Directors
of Promus and the Chief Executive Officer and President of Promus and
Doubletree. The following table sets forth information regarding the
business address, principal occupation and citizenship of Mr. Blake.
Name: Norman P. Blake, Jr.
Business Address: 755 Crossover Lane, Memphis, TN 38117
Principal Occupation Chairman of the Board of Promus and Chief
or Employment: Executive Officer and President of Doubletree
and Promus
Name, Address and Promus and Doubletree, 755 Crossover Lane,
Principal Business of Memphis, TN 38117 (Hotel Business)
Employer:
Citizenship: United States
20
<PAGE> 21
SCHEDULE IV
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS
Schedule IV is hereby amended as follows:
<TABLE>
<CAPTION>
NUMBER AND TYPE OF
DATE OF SHARES PRICE PER
NAME TRANSACTION PURCHASED SHARE
- ------------------ -------------- -------------------- ---------------
<S> <C> <C> <C>
Jack P. DeBoer 11/17/98 11,000 shares of $4.125
Common Stock
Jack P. DeBoer 11/19/98 6,000 shares of $4.125
Common Stock
</TABLE>
21
<PAGE> 22
SCHEDULE V
OTHER PARTIES TO THE RESTATED STOCKHOLDERS AGREEMENT
----------------------------------------------------
Olympus Growth Fund II, L.P.
Olympus Executive Fund, L.P.
Morgan Guaranty Trust Company of
New York, as Trustee of the Commingled
Pension Trust Fund (Multi-Market Special
Investment Fund II) of Morgan Guaranty Trust
Company of New York
Morgan Guaranty Trust Company of
New York, as Trustee of the Multi-Market
Special Investment Trust Fund of
Morgan Guaranty Trust Company of
New York
Morgan Guaranty Trust Company of
New York, as Investment Manager and
Agent for the Alfred P. Sloan Foundation
(Multi-Market Account)
Chase Venture Capital Associates, L.P.
Private Equity Investors III, L.P.
Equity-Linked Investors-II
LNR Candlewood Holdings, Inc.
Delaware State Employees' Retirement Funds
Declaration of Trust for the Defined Benefit Plan of Zeneca Holdings Inc.
Declaration of Trust for the Defined Benefit Plan of ICI American Holdings Inc.
J.W. McConnell Family Trust
Advance Capital Partners, L.P.
Advance Capital Offshore Partners, L.P.
Allied Capital Corporation
Allied Capital Corporation II
The FFJ 1997 Nominee Trust
The Mutual Life Insurance Company Of New York
J. Romeo & Co.
Harbor Investments Ltd.
Strong Special Investment Limited Partnership
Strong Quest Limited Partnership
22
<PAGE> 23
SCHEDULE VI
PURCHASERS OF SERIES B PREFERRED STOCK
--------------------------------------
Advance Capital Offshore Partners, L.P.
Advance Capital Partners, L.P.
Brody, Robert
Declaration of Trust for the Defined Benefit Plan of ICI American Holdings, Inc.
Declaration of Trust for the Defined Benefit Plan of Zeneca Holdings, Inc.
Delaware State Employees' Retirement Funds
Equity-Linked Investors-II, L.P.
J. Romeo & Co.
The Mutual Life Insurance Company of New York
J. W. McConnell Family Trust
Kantor, Steve
Olympus Executive Fund, L.P.
Olympus Growth Fund II, L.P.
Private Equity Investors III, L.P.
Ruck, Charles
23
