AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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
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PROMUS HOTEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-11463 62-1596939
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
755 CROSSOVER LANE 38117
MEMPHIS, TENNESSEE (Zip Code)
(Address of principal executive offices)
(901) 374-5000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5. Other Events
On September 1, 1997, Promus Hotel Corporation ("Promus"), Doubletree
Corporation ("Doubletree") and Parent Holding Corp., a newly-formed
corporation jointly formed by Promus and Doubletree ("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.
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.
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.
99.1 Form of Restated Certificate of Incorporation of Promus Hotel
Corporation
99.2 Form of Amended and Restated Bylaws of Promus Hotel Corporation.
99.3 Joint Press Release, dated September 2, 1997, issued by Promus
Hotel Corporation and Doubletree Corporation.
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.
PROMUS HOTEL CORPORATION
/s/ RAYMOND E. SCHULTZ
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Raymond E. Schultz
Chairman of the Board and Chief Executive Officer
Dated: September 5, 1997
EXHIBIT INDEX
Exhibit
Number Description
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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.
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.
99.1 Form of Restated Certificate of Incorporation of Promus Hotel
Corporation.
99.2 Form of Amended and Restated Bylaws of Promus Hotel Corporation.
99.3 Joint Press Release, dated September 2, 1997, issued by Promus
Hotel Corporation and Doubletree Corporation.