As filed with the Securities and Exchange Commission on June 13, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PROMUS HOTEL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 62-1596939
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
6800 Poplar Avenue, Suite 200, Memphis, Tennessee 38138
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, par value Chicago Stock Exchange
$0.10 per share Pacific Stock Exchange
Philadelphia Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
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The information required by this item is set forth under the sections
"The Distribution -- Certain Special Considerations -- Dividend Policies," "--
Management of PHC -- PHC Board," "--Description of PHC Capital Stock," "--
Certain Provisions of the PHC Certificate and PHC Bylaws" and "--Liability and
Indemnification of Officers and Directors of PHC" in the Proxy Statement
(the "Proxy Statement") attached as Exhibit 99.1 to the Form 10/A of Promus
Hotel Corporation which was filed with the Securities and Exchange Commission
on May 3, 1995, and such sections are incorporated herein by reference.
Item 2. Exhibits.
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1. Form 10/A of Promus Hotel Corporation (filed with the Securities and
Exchange Commission on May 3, 1995 and incorporated herein by
reference).
2. Pages 26, 56-57, and 74-81 of the Proxy Statement (which are
incorporated herein by reference).
*3. Amended and Restated Certificate of Incorporation of Promus Hotel
Corporation (attached as Annex II-A to the Proxy Statement).
*4. Restated Bylaws of Promus Hotel Corporation (attached as Annex II-B to
the Proxy Statement).
*5. Form of Rights Agreement between Promus Hotel Corporation and
Continental Stock Transfer & Trust Company (attached as Exhibit 1 to
the Form 8-A of Promus Hotel Corporation, filed with the Securities
and Exchange Commission on the date hereof).
*6. Copy of Common Stock Certificate.
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* Pursuant to Instruction II of the Instructions as to Exhibits for Form 8-A,
this exhibit will be filed with the exchanges set forth on the cover page hereto
on which exchanges no other securities of the registrant are registered. Such
exhibit is not filed with, or incorporated by reference in, this Form 8-A.
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EXHIBIT INDEX
Exhibit
Number Description
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1. Form 10/A of Promus Hotel Corporation (filed with the Securities and
Exchange Commission on May 3, 1995 and incorporated herein by
reference).
2. Pages 26, 56-57, and 74-81 of the Proxy Statement (which are
incorporated herein by reference).
*3. Amended and Restated Certificate of Incorporation of Promus Hotel
Corporation (attached as Annex II-A to the Proxy Statement).
*4. Restated Bylaws of Promus Hotel Corporation (attached as Annex II-B to
the Proxy Statement).
*5. Form of Rights Agreement between Promus Hotel Corporation and
Continental Stock Transfer & Trust Company (attached as Exhibit 1 to
the Form 8-A of Promus Hotel Corporation, filed with the Securities
and Exchange Commission on the date hereof).
*6. Copy of Common Stock Certificate.
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* Pursuant to Instruction II of the Instructions as to Exhibits for Form 8-A,
this exhibit will be filed with the exchanges set forth on the cover page hereto
on which exchanges no other securities of the registrant are registered. Such
exhibit is not filed with, or incorporated by reference in, this Form 8-A.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
PROMUS HOTEL CORPORATION
Date: June 13, 1995
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By: JEFFERY M. JARVIS
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Jeffery M. Jarvis
Vice President and Controller
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