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FORM 424B4 Prospectus Filed Pursuant to Rule 424(B)(4)

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FORM 424B4 Prospectus Filed Pursuant to Rule 424(B)(4) SECURITIES AND EXCHANGE COMMISSION FORM 424B4 Prospectus filed pursuant to Rule 424(b)(4) Filing Date: 1996-11-05 SEC Accession No. 0000892569-96-002222 (HTML Version on secdatabase.com) FILER DOUBLETREE CORP Business Address 410 N 44TH ST CIK:923472| IRS No.: 860762415 | State of Incorp.:DE | Fiscal Year End: 1231 STE 700 Type: 424B4 | Act: 33 | File No.: 333-13161 | Film No.: 96654164 PHOENIX AR 85008 SIC: 7011 Hotels & motels 6022206666 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1 This filing is made pursuant to Rule 424(b)(4) under the Securities Act of 1933 in connection with Registration No. 333-13161 PROSPECTUS 5,600,000 Shares LOGO COMMON STOCK ------------------------ ALL OF THE SHARES OF COMMON STOCK OFFERED HEREBY ARE BEING SOLD BY THE COMPANY. OF THE 5,600,000 SHARES OF COMMON STOCK BEING OFFERED, 4,600,000 SHARES ARE BEING OFFERED INITIALLY IN THE UNITED STATES AND CANADA BY THE U.S. UNDERWRITERS AND 1,000,000 SHARES ARE BEING OFFERED INITIALLY OUTSIDE THE UNITED STATES AND CANADA BY THE INTERNATIONAL UNDERWRITERS. SEE "UNDERWRITERS." THE COMPANY'S COMMON STOCK IS QUOTED ON THE NASDAQ STOCK MARKET'S NATIONAL MARKET UNDER THE SYMBOL "TREE." ON NOVEMBER 4, 1996, THE REPORTED LAST SALE PRICE OF THE COMMON STOCK WAS $39 1/2 PER SHARE. ------------------------ The Company will use the net proceeds from the sale of the Shares of Common Stock made hereby to provide a portion of the financing for the acquisition of Red Lion Hotels, Inc. pursuant to the Merger (as defined herein). The offering of Common Stock made hereby is contingent upon the consummation of the Merger, which in turn is subject to certain conditions. See "The Merger and the Financing Plan." ------------------------ SEE "RISK FACTORS" COMMENCING ON PAGE 20 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. ------------------------ PRICE $39 1/4 A SHARE ------------------------ <TABLE> <CAPTION> UNDERWRITING PRICE TO DISCOUNTS AND PROCEEDS TO THE PUBLIC COMMISSIONS(1) COMPANY(2) ---------------- ------------------ ---------------- <S> <C> <C> <C> Per Share..................... $39.25 $1.63 $37.62 Total(3)...................... $219,800,000 $9,128,000 $210,672,000 </TABLE> ------------ (1) The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "Underwriters." (2) Before deducting expenses payable by the Company estimated at $1,000,000. (3) The Company has granted the U.S. Underwriters an option, exercisable Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document within 30 days of the date hereof, to purchase up to an aggregate of 840,000 additional shares of Common Stock at the price to public, less underwriting discounts and commissions, for the purpose of covering over-allotments, if any. If the U.S. Underwriters exercise such option in full, the total price to public, underwriting discounts and commissions and proceeds to the Company will be $252,770,000, $10,497,200 and $242,272,800, respectively. See "Underwriters." ------------------------ The Shares of Common Stock are offered, subject to prior sale, when, as and if accepted by the Underwriters named herein, and subject to approval of certain legal matters by Davis Polk & Wardwell, counsel for the Underwriters. It is expected that delivery of the Shares of Common Stock will be made on or about November 8, 1996 at the offices of Morgan Stanley & Co. Incorporated, New York, New York, against payment therefor in same day funds. ------------------------ MORGAN STANLEY & CO. Incorporated MONTGOMERY SECURITIES SCHRODER WERTHEIM & CO. November 5, 1996 2 [Inside cover page] [Photographs of Doubletree hotels and map depicting locations of Doubletree and Red Lion hotels] IN CONNECTION WITH THIS OFFERING, THE U.S. UNDERWRITERS MAY OVER-ALLOT OR THE UNDERWRITERS MAY EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET, SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ STOCK MARKET'S NATIONAL MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP MEMBERS (IF ANY) MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON THE NASDAQ STOCK MARKET'S NATIONAL MARKET IN ACCORDANCE WITH RULE 10B-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). SEE "UNDERWRITERS." ------------------------------ 3 NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS AT ANY TIME NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE IMPLY THAT THE INFORMATION CONTAINED OR INCORPORATED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. ------------------------------ TABLE OF CONTENTS <TABLE> <CAPTION> PAGE ---- <S> <C> Incorporation of Certain Documents by Reference........................... 3 Corporate Organization................ 4 Prospectus Summary.................... 5 Risk Factors.......................... 20 The Merger and the Financing Plan..... 28 Use of Proceeds....................... 32 Common Stock Price Range.............. 32 Dividend Policy....................... 32 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Capitalization........................ 33 The Combined Company.................. 34 Unaudited Pro Forma Condensed Consolidated Financial Information......................... 37 Selected Consolidated Financial Data of Doubletree.................. 44 Management's Discussion and Analysis of Results of Operations and Financial Condition of Doubletree... 46 Business of Doubletree................ 52 <CAPTION> PAGE ---- <S> <C> Selected Pro Forma Financial, Historical Financial and Other Data of Red Lion................................ 67 Management's Discussion and Analysis of Results of Operations and Financial Condition of Red Lion............... 69 Business of Red Lion.................. 74 Management............................ 82 Security Ownership of Certain Beneficial Owners and Management of Doubletree.......................... 85 Description of Capital Stock of Doubletree.......................... 88 Certain United States Federal Tax Considerations for Non-U.S. Holders of Common Stock..................... 91 Underwriters.......................... 94 Legal Matters......................... 97 Experts............................... 97 Available Information................. 98 Index to Financial Statements......... F-1 </TABLE> ------------------------------ INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents which have been filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference in this Prospectus: (1) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (2) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1996, June 30, 1996 and September 30, 1996; (3) the Company's Current Reports on Form 8-K dated February 27, 1996, September 12, 1996 and October 16, 1996; and (4) the description of the Common Stock contained in the Company's Registration Statement on Form 8-A (File No. 0-24392) filed on June 18, 1994. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of this Prospectus and prior to the termination of the offering hereunder shall be deemed incorporated by reference herein and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered upon written
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