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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Special Stock Purchase New York Stock Exchange
Rights Chicago Stock Exchange
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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On May 26, 1995, the Board of Directors of Promus Hotel Corporation
(the "Company") authorized and determined that one special stock purchase right
(the "Rights") be attached to each share of Company common stock, par value
$0.10 per share (the "Common Stock"), to be received by holders of shares of
common stock, par value $0.10 per share, of The Promus Companies Incorporated
("Promus") in connection with the distribution (the "Spin-off Distribution") of
all of the outstanding Common Stock, on a one-for-two basis, to the stockholders
of Promus as contemplated by the Distribution Agreement, among Promus, the
Company and Embassy Suites, Inc. ("Embassy"), as amended from time to time (the
"Distribution Agreement"). Each Right will entitle the holder thereof after the
Rights become exercisable and until May 1, 2005 (or the earlier redemption or
termination of the Rights), to buy a unit consisting of one two-hundredth of a
share (a "Unit") of the Company's Series A Special Stock, par value $1.12 1/2
per share (the "Special Stock"), at an exercise price of $120 per Unit, subject
to certain antidilution adjustments (the "Purchase Price"). The Rights will be
represented by the Common Stock certificates and will not be exercisable or
transferable apart from the Common Stock until the earlier of (i) the tenth day
after the public announcement that a person or group has become an Acquiring
Person (as defined in the Rights Agreement, and generally including any person
who has acquired, or obtained the right to acquire, beneficial ownership of 20%
or more of the then outstanding Common Stock) or (ii) the tenth day after a
person or group commences, or announces an intention to commence, a tender or
exchange offer, the consummation of which would result in the beneficial
ownership by a person or group of 30% or more of the then outstanding Common
Stock (the earlier of (i) and (ii) being herein referred to as the "Distribution
Date"). The Board of Directors has the power, under certain circumstances, to
postpone the Distribution Date. Separate certificates representing the Rights
will be mailed to holders of the Common Stock as of the Distribution Date. The
Rights will first become exercisable on the Distribution Date, unless earlier
redeemed, and may then begin trading separately from the Common Stock. Until a
Right is exercised, the holder thereof, as such, will have no Rights as a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends.
In the event that, at any time following the Distribution Date, a
person were to become an Acquiring Person (except pursuant to offers for all
outstanding Common Stock which the Continuing Directors (as defined in the
Rights Agreement, and generally including those members of the Board of
Directors of the Company who are not Acquiring Persons or affiliated or
associated with an Acquiring Person) determine to be fair to, and otherwise in
the best interests of, stockholders) or if the Company were the surviving
corporation in a merger with an Acquiring Person and its Common Stock were not
changed or exchanged, each holder of a Right, other than Rights that are or were
acquired or beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive, upon exercise,
Common Stock or, in certain circumstances, cash, property or other securities of
the Company having a market value of two times the exercise price of one Right.
In the event that, at any time following the first date of public announcement
by the Company or an Acquiring Person that an Acquiring Person has become such
(the "Stock Acquisition Date"), the Company were acquired in a merger or other
business combination transaction in which the Company is not the surviving
corporation or its Common Stock is changed or exchanged (other than a merger
which follows an offer determined by the Continuing Directors to be fair to, and
otherwise in the best interests of, stockholders) or 50% or more of its assets
or earning power were sold or transferred, each holder of a Right (except Rights
which previously have been voided as set forth above) will thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
market value of two times the exercise price of one Right.
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The Rights are redeemable in whole, but not in part, at a price of
$.01 per Right, as such redemption price may be adjusted pursuant to the Rights
Agreement, prior to the close of business on the tenth day following the Stock
Acquisition Date. The Board of Directors has the power to extend the ten-day
redemption period upon the concurrence of a majority of the Continuing
Directors. The Rights will expire on May 1, 2005 (unless earlier redeemed).
The Rights Agent shall be Continental Stock Transfer & Trust Company.
The Purchase Price payable and the number of Units of Special Stock
or other securities or property issuable upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Special
Stock, (ii) upon the grant to holders of the Special Stock of certain rights or
warrants to subscribe for or purchase the Special Stock or convertible
securities at less than the current market price of the Special Stock or (iii)
upon the distribution to holders of the Special Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above). With
certain exceptions, no adjustments in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price.
Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by
the Company's Board of Directors prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Company's Board of Directors only in order to cure any ambiguity, to make
changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or lengthen
any time period under the Rights Agreement; provided, however, that no amendment
to adjust the time period governing redemption shall be made at such time as the
Rights are not redeemable.
As of January 31, 1995, there were 102,463,487 shares of Promus common
stock outstanding. One Right will be attached to each share of Common Stock to
be received by stockholders of Promus in connection with the Spin-off
Distribution. As long as the Rights are attached to the Common Stock, the
Company will issue one Right with each new share of Common Stock so that all
such shares will have attached Rights. Approximately 200,000 shares of Special
Stock will be reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors prior to ten days after the time that a person or group
has become an Acquiring Person as the Rights may be redeemed by the Company at
$.01 per Right prior to such time.
Certain provisions of the Company's Amended and Restated Certificate
of Incorporation (the "Certificate") and Restated Bylaws (the "Bylaws") (each of
which will become effective upon the consummation of the Distribution)
summarized below may be deemed to have anti-takeover effects and may delay or
defer a tender offer or takeover attempt that a stockholder might consider to be
in such stockholder's best interest. In general, these provisions (i) provide
for a classified board of directors from which directors may only be removed for
cause, (ii) generally provide that only a majority of the directors shall have
the authority to fill vacancies on the Board, (iii) limit the right of
stockholders to amend the Bylaws, (iv) eliminate the right of stockholders to
call special meetings and to take action without a meeting, (v) establish an
advance notice procedure regarding the nomination of directors by stockholders
and stockholder proposal to be brought before an annual meeting, (vi) require
that certain business combinations either meet certain minimum price and
procedural requirements, be approved by the members of the Board who are
unaffiliated with the persons seeking to effect such business combinations
or be approved by a supermajority stockholder vote, and (vii) authorize the
Board to redeem shares of capital stock of the Company to the extent necessary
to prevent the loss of, or to reinstate, certain governmental licenses or
franchises for the conduct of the Company's business. In addition, the
Company's Certificate also authorizes the issuance of up to 150,000 shares of
preferred stock, from time to time, in one or more series, and authorizes the
Board, without further action by stockholders, to determine the principal
rights, preferences and privileges of the preferred stock. Provisions could be
included in such preferred stock, such as extraordinary voting, dividend,
redemption or conversion rights which could discourage an unsolicited tender
offer or takeover proposal.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description of the Rights is
qualified by reference to such exhibit. It is presently expected that the
Rights Agreement will be executed immediately prior to the Spin-off
Distribution.
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Item 2. Exhibits.
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1. Form of Rights Agreement between Promus Hotel Corporation and Continental
Stock Transfer & Trust Company which includes the form of Rights
Certificate as Exhibit B and the Summary of Rights to Purchase Series A
Special Stock as Exhibit C.
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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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EXHIBIT INDEX
Exhibit
Number Description
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1. Form of Rights Agreement between Promus Hotel Corporation and Continental
Stock Transfer & Trust Company which includes the form of Rights
Certificate as Exhibit B and the Summary of Rights to Purchase Series A
Special Stock as Exhibit C.
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