-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UsgPcX2b+FKSezrTuIDqJYDSC6W5izLpMcICAPHBK1UfzpUOjkAX/ue1ypmfPp7I df3hTudBLPakt9KlJ8XQOg== 0000892569-97-002491.txt : 19970912 0000892569-97-002491.hdr.sgml : 19970912 ACCESSION NUMBER: 0000892569-97-002491 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970901 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970909 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOUBLETREE CORP CENTRAL INDEX KEY: 0000923472 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 860762415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-24392 FILM NUMBER: 97677614 BUSINESS ADDRESS: STREET 1: 410 N 44TH ST STREET 2: STE 700 CITY: PHOENIX STATE: AR ZIP: 85008 BUSINESS PHONE: 6022206666 MAIL ADDRESS: STREET 1: 410 NORTH 44TH STREET STREET 2: SUITE 700 CITY: PHOENIX STATE: AZ ZIP: 85008 8-K/A 1 AMENDMENT NO.1 TO THE FORM 8-K 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 9, 1997 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 1, 1997 DOUBLETREE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 0-24392 86 0762415 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or Identification Number) organization) 410 NORTH 44TH STREET 85008 SUITE 700 (Zip Code) PHOENIX, ARIZONA (Address of principal executive offices) (602) 220-6666 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- 2 ITEM 5. Other Events On September 1, 1997, Doubletree Corporation ("Doubletree") Promus Hotel Corporation ("Promus"), and Parent Holding Corp., a newly-formed corporation jointly owned by Doubletree and Promus ("Parent"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Parent will form two subsidiaries that will merge with and into Promus and Doubletree such that Promus and Doubletree become wholly-owned subsidiaries of Parent (the "Mergers"). Pursuant to the Merger Agreement, upon the effectiveness of the Mergers, (i) each outstanding share of Common Stock, par value $.10 per share, of Promus will be converted into the right to receive 0.925 shares of Common Stock, par value $.01 per share, of Parent ("Parent Common Stock"), and (ii) each outstanding share of Common Stock, par value $.01 per share, of Doubletree will be converted into the right to receive one share of Parent Common Stock. Consummation of the Mergers is subject to the satisfaction or waiver by the parties of certain conditions, including the receipt of regulatory approvals and approvals by the stockholders of Promus and Doubletree. In connection with the Merger Agreement, Promus and Doubletree also have entered into (i) a Stock Option Agreement pursuant to which Promus granted to Doubletree an option to purchase up to 19.9% of the outstanding common stock of Promus under certain circumstances and (ii) a Stock Option Agreement pursuant to which Doubletree has granted to Promus an option to purchase up to 19.9% of the outstanding common stock of Doubletree under certain circumstances (together, the "Stock Option Agreements"). In addition, certain stockholders of Doubletree holding over 39% of the outstanding common stock of Doubletree have entered into a stockholder support agreement with Promus (the "Stockholder Support Agreement"), pursuant to which such stockholders agreed to vote their shares in favor of the adoption of the Merger Agreement and approval of the Doubletree Merger, subject to certain conditions. On September 2, 1997, Promus and Doubletree issued a joint press release announcing the execution of the Merger Agreement. The Merger Agreement, the Stock Option Agreements, the Stockholder Support Agreement and the press release are filed as exhibits hereto and are incorporated by reference herein. Doubletree has also adopted a Stockholder Rights Plan pursuant to which it will distribute one Preferred Stock Purchase Right with respect to each outstanding share of its Common Stock outstanding as of the close of business on September 11, 1997, and each additional such share issued thereafter until the earlier of the Distribution Date under the rights Agreement or the date on which the Rights expire or are redeemed. The Rights will expire immediately prior to the Effective Time or the transactions contemplated by the above-mentioned agreement with Promus, or, if the transactions are not consummated then on September 1, 2007, unless extended by Doubletree. The Rights will not be exercisable except on the occurrence of certain events described in the Rights Agreement. When exercisable, under certain circumstances, each Right, for an exercise price of $180 per share, will entitle the holder to purchase shares of Doubletree's Common Stock (or other shares, securities or property, as the case may be, of equivalent value) having a value equal to two times such exercise price. The Rights will be redeemable at $0.01 per Right. Copies of the Rights Agreement and the press release announcing adoption of the Stockholder Rights Plan are filed herewith as exhibits and are incorporated by reference herein. ITEM 7. Financial Statements and Exhibits (c) Exhibits. 2.1* Agreement and Plan of Merger, dated as of September 1, 1997, by and among Doubletree Corporation, Promus Hotel Corporation and Parent Holding Corp. 4.1* Rights Agreement, dated as of September 1, 1997, between Doubletree Corporation and Harris Trust Company of California, as Rights Agent. The Rights Agreement includes the Form of Certificate of Designations of Series A Junior Preferred Stock as Exhibit A, the Summary of Rights as Exhibit B and the Form of Rights Certificate as Exhibit C. 10.1* Stock Option Agreement (Doubletree), dated as of September 1, 1997, by and between Doubletree Corporation and Promus Hotel Corporation. 10.2* Stock Option Agreement (Promus), dated as of September 1, 1997, by and between Promus Hotel Corporation and Doubletree Corporation. 10.3* Stockholder Support Agreement, dated as of September 1, 1997, by and among certain stockholders of Doubletree, to and for the benefit of Promus.
3 99.1* Joint Press Release, dated September 2, 1997, issued by Promus Hotel Corporation and Doubletree Corporation. 99.2* Press Release, dated September 2, 1997, issued by Doubletree Corporation relating to the Stockholder Rights Plan.
- ---------- * Previously filed. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DOUBLETREE CORPORATION /s/ DAVID STIVERS ------------------------------------------- David Stivers Senior Vice President and General Counsel Dated: September 9, 1997
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