-----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, DV6X+XC1i7IcYqq8tXOmiG6mMhSQYmzaDx5Z57j7l114752t4/hr7PwT4DorcPNB jdZlTps0DW10STUx3BSuqw== 0000912057-97-031181.txt : 19970927 0000912057-97-031181.hdr.sgml : 19970927 ACCESSION NUMBER: 0000912057-97-031181 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970919 SROS: NONE GROUP MEMBERS: DTPT INVESTMENT CORPORATION GROUP MEMBERS: G E INVESTMENT MANAGEMENT INC GROUP MEMBERS: GE INVESTMENT HOTEL PARTNERS I, LIMITED PARTNERSHIP GROUP MEMBERS: GENERAL ELECTRIC COMPANY GROUP MEMBERS: TRUSTEES OF GENERAL ELECTRIC PENSION TRUST SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44311 FILM NUMBER: 97682901 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: G E INVESTMENT MANAGEMENT INC CENTRAL INDEX KEY: 0000936839 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3003 SUMMER STREET STREET 2: P O BOX 7900 CITY: STAMFORD STATE: CT ZIP: 06904-7900 BUSINESS PHONE: 2033262300 SC 13D/A 1 SCHEDULE 13-D 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 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 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 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 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 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 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 *SEE INSTRUCTIONS 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 7 of 36 Pages 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! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 8 of 36 Pages 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 *SEE INSTRUCTIONS 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 9 of 36 Pages 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 *SEE INSTRUCTIONS 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 10 of 36 Pages 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 *SEE INSTRUCTIONS 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 11 of 36 Pages 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 *SEE INSTRUCTIONS 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 12 of 36 Pages 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! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 13 of 36 Pages 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! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 14 of 36 Pages 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! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 15 of 36 Pages 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! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 16 of 36 Pages 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! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 17 of 36 Pages DTPT INVESTMENT CORPORATION By: /s/ Michael M. Pastore ---------------------------------- Name: Michael M. Pastore Title: Vice President *SEE INSTRUCTIONS 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 18 of 36 Pages 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 *SEE INSTRUCTIONS 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 19 of 36 Pages 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 *SEE INSTRUCTIONS 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 20 of 36 Pages 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 *SEE INSTRUCTIONS 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 21 of 36 Pages 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 *SEE INSTRUCTIONS 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 22 of 36 Pages 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 *SEE INSTRUCTIONS 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 23 of 36 Pages 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 *SEE INSTRUCTIONS 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 24 of 36 Pages 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 *SEE INSTRUCTIONS 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 25 of 36 Pages 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 *SEE INSTRUCTIONS 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 26 of 36 Pages 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 *SEE INSTRUCTIONS 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 27 of 36 Pages 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 *SEE INSTRUCTIONS 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 28 of 36 Pages 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 *SEE INSTRUCTIONS 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 29 of 36 Pages 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 *SEE INSTRUCTIONS 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 30 of 36 Pages 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: *SEE INSTRUCTIONS 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 31 of 36 Pages 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: *SEE INSTRUCTIONS 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 32 of 36 Pages 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: *SEE INSTRUCTIONS 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 33 of 36 Pages 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: *SEE INSTRUCTIONS 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 34 of 36 Pages Signature Page for Stockholder Support Agreement THE UEBERROTH INVESTMENT TRUST --------------------------------------- By: Its: Agreed and Acknowledged: PROMUS HOTEL CORPORATION - ------------------------------------ By: Its: *SEE INSTRUCTIONS 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 35 of 36 Pages Signature Page for Stockholder Support Agreement THE UEBERROTH INVESTMENT TRUST ---------------------------------------- By: Its: Agreed and Acknowledged: PROMUS HOTEL CORPORATION - --------------------------------- By: Its: *SEE INSTRUCTIONS 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 36 of 36 Pages -----END PRIVACY-ENHANCED MESSAGE-----