-----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, UviSdWukqecoLYzb4Y7H3MuzYh9s9UWuiScZKrLyaYzhKoPEhzlXVjE+3uA2Iirt GgvoBYa6S4lLyC3h8wu5ZQ== 0000950144-96-003580.txt : 19960620 0000950144-96-003580.hdr.sgml : 19960620 ACCESSION NUMBER: 0000950144-96-003580 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960619 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOUBLETREE CORP CENTRAL INDEX KEY: 0000923472 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS, ROOMING HOUSE, CAMPS & OTHER LODGING PLACES [7000] IRS NUMBER: 860762415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44311 FILM NUMBER: 96583099 BUSINESS ADDRESS: STREET 1: 410 N 44TH ST STREET 2: STE 700 CITY: PHOENIX STATE: AR ZIP: 85008 BUSINESS PHONE: 6022206666 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOLMSON ROBERT M CENTRAL INDEX KEY: 0001010357 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 889 RIDGE LAKE BLVD STREET 2: SUITE 100 CITY: MEMPHIS STATE: TN ZIP: 38120 SC 13D/A 1 ROBERT M. SOLMSON SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT TO SCHEDULE 13D Under the Securities Exchange Act of 1934 DOUBLETREE CORPORATION ---------------------- (Name of Issuer) COMMON STOCK ------------ (par value $.01 per share) (Title of class of securities) 258624105 --------- (CUSIP NUMBER) ------------- David L. Stivers, Esq. Doubletree Corporation 410 North 44th Street Suite 700 Phoenix, Arizona 85008 (602) 220-6666 -------------- (Name, address and telephone number of person authorized to receive notices and communications) May 24, 1996 ------------ (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 [ ]. 2 CUSIP No. 258624105 SCHEDULE 13D Page 2 of 8 Pages --------------------- -------- -------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons ROBERT M. SOLMSON SSN ###-##-#### --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ X ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) SOURCE OF FUNDS* --------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] --------------------------------------------------------------------- (6) Citizenship or Place of Organization U.S. --------------------------------------------------------------------- (7) Sole Voting Power Number of 442,073 Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by ---- Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 442,073 -------------------------------------------------------- (10) Shared Dispositive Power ---- -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 442,073 --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares* [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 1.96% --------------------------------------------------------------------- (14) Type of Reporting Person* IN (INDIVIDUAL) --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 3 Item 1. Security and Issuer. This statement relates to the Common Stock of Doubletree Corporation ("Doubletree"), a Delaware corporation, having its principal executive offices at 410 North 44th Street, Suite 700, Phoenix, Arizona 85008. Item 2. Identity and Background. (a) The Reporting Person and other members of the group to which this statement relates (the "Reporting Group") are members of the family of Robert M. Solmson. The name of each member of the Reporting Group is set forth below: Robert M. Solmson Jacilyn S. Solmson Kimberly A. Solmson Robert T. Solmson (b) The residence or business address of each member of the Reporting Group is set forth below:
Name Address ---- ------- Robert M. Solmson 889 Ridge Lake Boulevard Suite 100 Memphis, TN 38120 Jacilyn S. Solmson 5860 Fairwood Lane Memphis, TN 38119 Kimberly A. Solmson 5860 Fairwood Lane Memphis, TN 38119 Robert T. Solmson 5860 Fairwood Lane Memphis, TN 38119
(c) The principal occupation and business address of each member of the group is set forth below:
Name Principal Occupation Business Address ---- -------------------- ---------------- Robert M. Solmson Chief Executive Officer 889 Ridge Lake Blvd. and Chairman of the Suite 100 Board of RFS Hotel Memphis, TN 38120 Investors, Inc. Jacilyn S. Solmson Not applicable Not applicable
3 4 Kimberly A. Solmson Not applicable Not applicable Robert T. Solmson Not applicable Not applicable
(d) During the last five years, no member of the Reporting Group has been convicted in a criminal proceeding. (e) During the last five years, no member of the Reporting Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. (f) Each member of the Reporting Group is a citizen of the United States of America. 4 5 Item 3. Source and Amount of Funds or Other Consideration Not applicable. Item 4. Purpose of Transaction. In response to this item, Mr. Solmson expressly incorporates by reference information disclosed in his Schedule 13D relating to Doubletree Corporation filed on March 8, 1996. Item 5. Interest in Securities of the Issuer. (a)(b) The number of shares of the Common Stock beneficially owned by each member of the Reporting Group is set forth below. Each member of the Reporting Group has sole voting and investment power over shares of the Doubletree Common Stock beneficially owned by him or her. Each member of the Reporting Group disclaims beneficial ownership of shares of the Doubletree Common Stock held by other members of the Reporting Group.
Name Number of Shares Percent* ---- ---------------- ------- Robert M. Solmson 442,073 (1) 1.96% Jacilyn Solmson 22,526 (2) .10% Kimberly A. Solmson 21,155 (3) .09% Robert T. Solmson 21,155 (4) .09%
- ------------------- * Based on 22,509,686 shares of Common Stock outstanding on May 24, 1996. (1) 95,595 shares are held by Montgomery Securities, as escrow agent pursuant to an Escrow Agreement dated February 27, 1996 entered into in connection with the Merger (the "Escrow Agreement"). The escrow expires on February 27, 1997 at which time all shares not subject to claims by Doubletree or RFS, Inc. under the Merger Agreement will be released to Mr. Solmson. Shares held in escrow are subject to claims by Doubletree and RFS for indemnification of losses suffered by Doubletree or RFS as a result of a breach of representations and warranties made on behalf of RFS, Inc. and its principal shareholders in the Merger Agreement. Mr. Solmson has sole voting power with respect to his shares held in escrow. (2) 4,871 shares are held by Montgomery Securities pursuant to the Escrow Agreement. The escrow expires on February 27, 1997 at which time all shares not subject to claims by Doubletree or RFS, Inc. under the Merger Agreement will be released to Mrs. Solmson. Shares held in escrow are subject to claims by Doubletree and RFS for indemnification of losses suffered by Doubletree or RFS as a result of a breach of 5 6 representations and warranties made on behalf of RFS, Inc. and its principal shareholders in the Merger Agreement. Mrs. Solmson has sole voting power with respect to her shares held in escrow. (3) 5,175 shares are held by Montgomery Securities pursuant to the Escrow Agreement. The escrow expires on February 27, 1997 at which time all shares not subject to claims by Doubletree or RFS, Inc. under the Merger Agreement will be released to Ms. Solmson. Shares held in escrow are subject to claims by Doubletree and RFS for indemnification of losses suffered by Doubletree or RFS as a result of a breach of representations and warranties made on behalf of RFS, Inc. and its principal shareholders in the Merger Agreement. Ms. Solmson has sole voting power with respect to her shares held in escrow. (4) 5,175 shares are held by Montgomery Securities pursuant to the Escrow Agreement. The escrow expires on February 27, 1997 at which time all shares not subject to claims by Doubletree or RFS, Inc. under the Merger Agreement will be released to Mr. Solmson. Shares held in escrow are subject to claims by Doubletree and RFS for indemnification of losses suffered by Doubletree or RFS as a result of a breach of representations and warranties made on behalf of RFS, Inc. and its principal shareholders in the Merger Agreement. Mr. Solmson has sole voting power with respect to his shares held in escrow. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. In response to this item, Mr. Solmson expressly incorporates by reference information disclosed in his Schedule 13D relating to Doubletree Corporation filed on March 8, 1996. Item 7. Material to be Filed as Exhibits. N/A 6 7 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. Dated: June 17, 1996 /s/ Robert M. Solmson ----------------- ---------------------------------- Robert M. Solmson 7 -----END PRIVACY-ENHANCED MESSAGE-----