As filed with the Securities and Exchange Commission on June 15, 1995.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
June 14, 1995
PROMUS HOTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-11463 62-1596939
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
6800 Poplar Avenue, Suite 200
Memphis, Tennessee 38138
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (901) 758-3100
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. Other Events.
Promus Hotel Corporation ("PHC") is an indirect wholly-owned
subsidiary of The Promus Companies Incorporated ("Promus"). Promus intends to
distribute (the "Distribution") in the form of a special dividend to all holders
of Promus's outstanding shares of common stock, on a one-for-two basis, all
outstanding shares of common stock, and the associated stockholders' rights, of
PHC. The Distribution will separate Promus's hotel business (the "Hotel
Business") from its casino entertainment business (the "Casino Business").
Prior to the Distribution, Promus will transfer to PHC the stock of certain
subsidiaries principally engaged in the Hotel Business, and consummate certain
other transfers intended to allocate assets and liabilities relating to the
Hotel Business to PHC and assets and liabilities relating to the Casino Business
to Promus. After the Distribution, PHC will operate and develop the Hotel
Business and Promus will operate and develop the Casino Business. In addition,
upon consummation of the Distribution, Promus will change its name to "Harrah's
Entertainment, Inc.".
On May 26, 1995, stockholders of Promus approved the Distribution and
Promus's Board of Directors declared a dividend of shares of common stock of PHC
conditioned upon occurrence of four events prior to June 19, 1995. On June 14,
1995, Promus announced that the four events had occurred and that the conditions
to the dividend had been satisfied.
The Distribution will occur on June 30, 1995. On that date, Embassy
Suites, Inc., a wholly-owned subsidiary of Promus and the sole stockholder of
PHC, will distribute to Promus all of the outstanding shares of common stock of
PHC and the associated stockholders' rights. Substantially concurrently
therewith, Promus will make the Distribution to stockholders of record of
Promus as of June 21, 1995. Each stockholder will receive one share of
common stock of PHC for every two shares of common stock of Promus held by such
stockholder. Fractional shares will be aggregated and, after the Distribution,
sold in the public market and the aggregate net cash proceeds will be
distributed ratably to those stockholders of record otherwise entitled to
fractional interests.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits.
No.
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10(1) Form of Plan of Reorganization and Distribution Agreement,
dated June __, 1995, between The Promus Companies
Incorporated and Promus Hotel Corporation. (1)
10(2) Tranche A Credit Agreement, dated as of June 7, 1995, among
Embassy Suites, Inc., as Initial Borrower, Promus Hotels,
Inc., as the Subsequent Borrower, certain subsidiaries and
related parties from time to time party thereto, as
Guarantors, the several lenders from time to time party
thereto, and NationsBank, N.A. (Carolinas), as Agent.
10(3) Tranche B Credit Agreement, dated as of June 7, 1995, among
Embassy Suites, Inc., as Initial Borrower, Promus Hotels,
Inc., as the Subsequent Borrower, certain subsidiaries and
related parties from time to time party thereto, as
Guarantors, the several lenders from time to time party
thereto, and NationsBank, N.A. (Carolinas), as Agent.
10(4) Form of Employee Benefits and Other Employment Matters
Allocation Agreement, dated June __, 1995, between The
Promus Companies Incorporated and Promus Hotel
Corporation. (1)
10(5) Form of Risk Management Allocation Agreement, dated June __,
1995, between The Promus Companies Incorporated and Promus
Hotel Corporation. (1)
10(6) Form of Tax Sharing Agreement, dated June __, 1995, between
The Promus Companies Incorporated and Promus Hotel
Corporation. (1)
10(7) Promus Hotel Corporation Executive Deferred Compensation
Plan.
10(8) Promus Hotel Corporation Deferred Compensation Plan.
10(9) Escrow Agreement, dated as of June 30, 1995, among Promus
Hotel Corporation, Promus Hotels, Inc. and NationsBank.
10(10) Promus Hotel Corporation Savings and Retirement Plan Trust
Agreement, dated as of May 26, 1995, among Promus Hotel
Corporation, and Robert S. Davis, Donald H. Dempsey,
Patricia R. Ferguson, Jeffery M. Jarvis, Kelly R. Jenkins,
Frederick G. Schultz and Mark C. Wells, as trustees.
10(11) Form of Severance Agreement, dated as of June 30, 1995, to
be entered into with Michael D. Rose and Raymond E. Schultz.
10(12) Form of Severance Agreement, dated as of June 30, 1995, to
be entered into with David C. Sullivan, Donald H. Dempsey,
Ralph B. Lake, Thomas L. Keltner and Marc C. Wells.
99(1) Press Release, dated June 14, 1995, announcing the
satisfaction of the final conditions to the Distribution.
FOOTNOTES
(1) Incorporated by reference from the Current Report on Form 8-K of The Promus
Companies Incorporated, filed June 15, 1995, File No. 1-10410.
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
JEFFERY M. JARVIS
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Jeffery M. Jarvis
Vice-President and Controller
Dated: June 15, 1995
EXHIBIT INDEX
EXHIBIT
NO. Description
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10(1) Form of Plan of Reorganization and Distribution Agreement,
dated June __, 1995, between The Promus Companies
Incorporated and Promus Hotel Corporation. (1)
10(2) Tranche A Credit Agreement, dated as of June 7, 1995, among
Embassy Suites, Inc., as Initial Borrower, Promus Hotels,
Inc., as the Subsequent Borrower, certain subsidiaries and
related parties from time to time party thereto, as
Guarantors, the several lenders from time to time party
thereto, and NationsBank, N.A. (Carolinas), as Agent.
10(3) Tranche B Credit Agreement, dated as of June 7, 1995, among
Embassy Suites, Inc., as Initial Borrower, Promus Hotels,
Inc., as the Subsequent Borrower, certain subsidiaries and
related parties from time to time party thereto, as
Guarantors, the several lenders from time to time party
thereto, and NationsBank, N.A. (Carolinas), as Agent.
10(4) Form of Employee Benefits and Other Employment Matters
Allocation Agreement, dated June __, 1995, between The
Promus Companies Incorporated and Promus Hotel
Corporation. (1)
10(5) Form of Risk Management Allocation Agreement, dated June __,
1995, between The Promus Companies Incorporated and Promus
Hotel Corporation. (1)
10(6) Form of Tax Sharing Agreement, dated June __, 1995, between
The Promus Companies Incorporated and Promus Hotel
Corporation. (1)
10(7) Promus Hotel Corporation Executive Deferred Compensation
Plan.
10(8) Promus Hotel Corporation Deferred Compensation Plan.
10(9) Escrow Agreement, dated as of June 30, 1995, among Promus
Hotel Corporation, Promus Hotels, Inc. and NationsBank.
10(10) Promus Hotel Corporation Savings and Retirement Plan Trust
Agreement, dated as of May 26, 1995, among Promus Hotel
Corporation, and Robert S. Davis, Donald H. Dempsey,
Patricia R. Ferguson, Jeffery M. Jarvis, Kelly R. Jenkins,
Frederick G. Schultz and Mark C. Wells, as trustees.
10(11) Form of Severance Agreement, dated as of June 30, 1995, to
be entered into with Michael D. Rose and Raymond E. Schultz.
10(12) Form of Severance Agreement, dated as of June 30, 1995, to
be entered into with certain David C. Sullivan, Donald H.
Dempsey, Ralph B. Lake, Thomas L. Keltner and Marc C. Wells.
99(1) Press Release, dated June 14, 1995, announcing the
satisfaction of the final conditions to the Distribution.
FOOTNOTES
(1) Incorporated by reference from the Current Report on Form 8-K of The Promus
Companies Incorporated, filed June 15, 1995, File No. 1-10410.