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

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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 & 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.

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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

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UNDERWRITING PRICE TO DISCOUNTS AND PROCEEDS TO THE PUBLIC COMMISSIONS(1) COMPANY(2) ------ Per Share...... $39.25 $1.63 $37.62 Total(3)...... $219,800,000 $9,128,000 $210,672,000

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(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."

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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. In