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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
DOUBLETREE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 860762415
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(State of incorporation (I.R.S. Employer
or organization Identification No.)
410 North 44th Street
Suite 700
Phoenix, Arizona 85008
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
listed
None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights, par value $.01 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The following summaries of certain provisions of the Rights
Agreement do not purport to be complete and are subject, and are qualified in
their entirety by reference, to all the provisions of the Rights Agreement,
including the definition therein of certain terms.
On September 1, 1997, the Board of Directors of Doubletree
Corporation (the "Company") declared a dividend distribution of one preferred
stock purchase right (a "Right") for each outstanding share of Common Stock, par
value $.01 per share (the "Common Stock"), of the Company. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series A Junior Preferred Stock, par value $.01 per share (the "Preferred
Stock") at a price of $180 per one one-hundredth of a share ( the "Exercise
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement, dated as of September 1, 1997 (the "Rights
Agreement"), between the Company and Harris Trust Company of California, as
Rights Agent ("Rights Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding and no separate Rights
Certificate will be distributed. The Rights will separate from the Common Stock
and a "Distribution Date" will occur upon the day which is the earlier of (i)
the tenth day following a public announcement that a person or group of
affiliated or associated persons, with certain exceptions set forth below, has
acquired beneficial ownership of 15% or more of any class of the outstanding
voting stock of the Company (an "Acquiring Person") and (ii) the tenth business
day after the date of the commencement or announcement of a person's or group's
intention to commence a tender or exchange offer the consummation of which would
result in the ownership of 15% or more of any class of the Company's outstanding
voting stock (even if no shares are actually purchased pursuant to such offer),
or such later date as may be determined by a majority of the Board of Directors
and the Continuing Directors (as defined below).
An Acquiring Person does not include (i) the Company, any
subsidiary of the Company, any employee benefit plan or employee stock plan of
the Company, (ii) GE Investment Management Incorporated, GE Investment Hotel
Partners I, Limited Partnership, the Trustees of GE Pension Trust or Red Lion, a
California limited partnership, (iii) Promus Hotel Corporation ("Promus") or
Parent Holding Corp. ("Parent"), solely by reason of the execution of the
Agreement and Plan of Merger, dated as of September 1, 1997, between the
Corporation, Promus and Parent (the "Merger Agreement") or the execution and
implementation of the Promus Stock Option Agreement, dated as of September 1,
1997, between the Corporation and Promus or (iv) or any person or group whose
ownership of 15% or more of the shares of any class of voting stock of the
Company then outstanding results solely from (x) any action or transaction or
transactions approved by a majority of the Board of Directors and the Continuing
Directors before such person or group became an Acquiring Person or (y) a
reduction in the number of issued and outstanding shares of voting stock of the
Company pursuant to a transaction or transactions approved by a majority of the
Board of Directors and the Continuing Directors (provided that, in the case of
the person set forth in clause (iv) does not become an Acquiring Person by
reason of clause (x) or (y) above, such persons set forth in clause (iv) shall
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nonetheless become an Acquiring Person upon acquisition of any additional shares
of the Company's Voting Stock unless such acquisition of additional Voting Stock
will not result in such person or group becoming an Acquiring Person by reason
of such clause (x) or (y)).
The term Continuing Directors means any member of the Board of
Directors of the Company who was a member of the Board prior to the adoption of
the Rights Plan and any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors, but
does not include an Acquiring Person, or an affiliate or associate of an
Acquiring Person, or any representative of the foregoing entities.
In the event that, without the approval of the Board of Directors
(and the Continuing Directors), an Acquiring Person becomes the beneficial owner
of 15% or more of the then outstanding shares of Common Stock (unless such
acquisition is made pursuant to a tender or exchange offer for all outstanding
shares of the Company, at a price determined by a majority of the independent
directors of the Company who are not representatives, nominees, Affiliates or
Associates of an Acquiring Person to be fair and otherwise in the best interest
of the Company and its stockholders), each holder of a Right will thereafter
have the right to receive, upon exercise, Common Stock (or, in certain
circumstances, cash, property or to the securities of the Company) having a
value equal to two times the Exercise Price. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this paragraph
(the "Flip-In Event"), all Rights that are or (under certain circumstances
specified in the Rights Agreement) were beneficially owned by any Acquiring
Person will be null and void. However, Rights are not exercisable following the
occurrence of the Flip-In Event set for the above until such time as the Rights
are no longer redeemable by the Company as set forth below.
In the event that following the Stock Acquisition Date, without
the approval of the Board of Directors (and the Continuing Directors), (i) the
Company engages in a merger or business combination transaction in which the
Company is not the surviving corporation (other than a merger that follows a
tender offer determined to be fair to the stockholders of the Company, as
described in the preceding paragraph); (ii) the Company engages in a merger or
business combination transaction in which the Company is the surviving
corporation and the Common Stock is changed or exchanged; or (iii) 50% or more
of the Company's assets or earning power is sold or transferred, each holder of
a Right (except Rights which have previously been voided as set forth above)
shall thereafter have the right to receive, upon exercise of the Right, common
stock of the acquiring company having a value equal to two times the Exercise
Price.
The Exercise Price and the number of Units of Preferred Stock or
other securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible securities at less than
the Current Market Price of the Preferred Stock, or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
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The number of outstanding Rights and the number of Units of
Preferred Stock issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Stock or a dividend on
the Common Stock payable in Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.
Fractions of shares of Preferred Stock (other than fractions
which are integral multiples of one one-hundredth of a share) may, at the
election of the Company, be evidenced by depositary receipts. The Company may
also issue cash in lieu of fractional shares which are not integral multiples of
one one-hundredth of a share.
The Rights are not exercisable until the Distribution Date. The
Rights will expire immediately prior to the Effective Time of the transactions
contemplated by the Merger Agreement; provided, however, that if the Merger
Agreement is terminated without consummation of the transactions contemplated
thereby, then at the close of business on September 1, 2007, unless earlier
redeemed or exchanged by the Company, in each case as described below.
Until the Distribution Date (or earlier redemption or expiration
of the Rights), new Common Stock certificates issued after September 11, 1997
will contain a legend incorporating the Rights Agreement by reference. As soon
as practicable following the Distribution Date, separate certificates evidencing
the Rights ("Rights Certificates") will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and such
separate certificates alone will evidence the Rights from and after the
Distribution Date.
The Company may redeem the Right in whole, but not in part, any
time on or prior to the close of business on the earlier of (i) the tenth day
after the time that a person (or group of affiliated or associated persons) has
become an Acquiring Person (or such later date as a majority of the Board of
Directors and the Continuing Directors may determine) or (ii) September 1, 2007,
at a price of $.01 per Right (the "Redemption Price"), with the approval of the
Continuing Directors. Immediately upon the effective time of the action of the
Board of Directors of the Company authorizing redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
For as long as the Rights are then redeemable, the Company may
amend the Rights in any manner, including an amendment to extend the time period
in which the Rights may be redeemed. At any time when the Rights are not then
redeemable, the Company may amend the Rights in any manner that does not
materially adversely affect the interests of holders of the Rights as such.
Amendments to the Rights Agreement require the approval of the Continuing
Directors.
The Company may exchange, in whole or in part, the Rights (other
than Rights owned by an Acquiring Person) at any time after a person (or group
of affiliated or associated
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persons) becomes an Acquiring Person and prior to the acquisition by any such
person or group of 50% or more of any class of outstanding voting stock of the
Company, at an exchange ratio of one share of Common Stock per Right (subject to
adjustment).
Until a Right is exercised, the holder, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Item 2. Exhibits.
Exhibit No. Description
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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.
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Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
DOUBLETREE CORPORATION
By: /s/ David Stivers
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Name: David Stivers
Title: Senior Vice President and
General Counsel
Date: September 5, 1997
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
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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.
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