As filed with the Securities and Exchange Commission on June 6, 1996.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995.
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
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Commission File No. 1-11463
PROMUS HOTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware I.R.S. No. 62-1596939
(State of Incorporation) (I.R.S. Employer Identification No.)
755 Crossover Lane
Memphis, Tennessee 38117
(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 374-5000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
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Common Capital Stock,
Par Value $0.10 per share* NEW YORK STOCK EXCHANGE
CHICAGO STOCK EXCHANGE
PACIFIC STOCK EXCHANGE
PHILADELPHIA STOCK EXCHANGE
_________
* Common Capital Stock also has special stock purchase rights listed on each
of the same exchanges
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
--
The aggregate market value of the voting stock held by non-affiliates of
the registrant based upon the closing price of $26.00 for the Common Stock as
reported on the New York Stock Exchange Composite Tape on March 1, 1996, is
$1,309,186,736.
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of March 1, 1996
Common Capital Stock . . . . . . . . . . . . . . . . . 51,380,405 shares
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No _____
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At March 31, 1996, there were outstanding 51,384,859 shares of the Company's
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 3. Exhibits (footnotes appear on page 4)
3(1) Amended and Restated Certificate of Incorporation of Promus
Hotel Corporation dated June 30, 1995. (14)
*3(2) Bylaws of Promus Hotel Corporation, as amended and restated
dated May 26, 1995.
4(1) Form of Rights Agreement, dated as of June 30, 1995, between
Promus Hotel Corporation and Continental Stock Transfer & Trust
Company. (12)
*10(1) Form of Indemnification Agreement entered into by Promus Hotel
Corporation and each of its directors and executive officers.
+10(2) Promus Hotel Corporation 1995 Stock Option Plan. (5)
+10(3) Promus Hotel Corporation 1995 Restricted Stock Plan. (6)
+10(4) Promus Hotel Corporation Savings and Retirement Plan. (13)
*+10(5) Form of Amendment to Promus Hotel Corporation Savings and
Retirement Plan effective as of June 30, 1995.
*+10(6) Form of Amendment to Promus Hotel Corporation Savings and
Retirement Plan dated November 15, 1995.
+10(7) Promus Hotel Corporation Non-Management Directors Stock
Incentive Plan. (8)
+10(8) Promus Hotel Corporation Key Executive Officer Annual Incentive
Plan. (7)
+10(9) Promus Hotel Corporation Executive Deferred Compensation Plan.
(9)
+10(10) Promus Hotel Corporation Deferred Compensation Plan. (9)
+10(11) 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. (9)
+10(12) Form of Severance Agreement, dated as of June 30, 1995, entered
into with Donald H. Dempsey, Thomas L. Keltner, Ralph B. Lake,
David C. Sullivan, Mark C. Wells, Vincent C. Ciaramitaro,
Patricia R. Ferguson and James T. Harvey. (10)
+10(13) Form of Severance Agreement, dated June 30, 1995, entered into
with Michael D. Rose and Raymond E. Schultz. (10)
+10(14) Employment Agreement, dated as of June 30, 1995, between Michael
D. Rose and Promus Hotel Corporation. (10)
+10(15) Employment Agreement, dated as of July 1, 1995, between Raymond
E. Schultz and Promus Hotel Corporation. (11)
*+10(16) Form of Letter of Amendment, dated February 22, 1996, to the
Employment Agreement between Raymond E. Schultz and Promus Hotel
Corporation.
+10(17) Financial Counseling Plan of The Promus Companies Incorporated,
as amended February 25, 1993, as adopted by Promus Hotel
Corporation on April 5, 1995. (2)
+10(18) Summary Plan Description of Executive Term Life Insurance Plan
adopted by Promus Hotel Corporation on April 5, 1995. (4)
+10(19) Administrative Regulations, Long Term Compensation Plan
(Restricted Stock Plan and Stock Option Plan), dated as of
January 1, 1992, adopted by Promus Hotel Corporation on April 5,
1995. (3)
10(20) Plan of Reorganization and Distribution Agreement, dated as of
June 30, 1995, between The Promus Companies Incorporated and
Promus Hotel Corporation. (10)
10(21) 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. (9)
10(22) First Amendment to Tranche A Credit Agreement, dated as of June
30, 1995, by and among Embassy Suites, Inc., Promus Hotels,
Inc., The Promus Companies Incorporated, Promus Hotel
Corporation and NationsBank, N.A. (Carolinas), as Agent. (10)
10(23) Tranche A Assignment and Assumption Agreement, dated as of June
30, 1995, among Embassy Suites, Inc., Promus Hotels, Inc., The
Promus Companies Incorporated and NationsBank, N.A. (Carolinas).
(10)
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10(24) 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. (9)
10(25) First Amendment to Tranche B Credit Agreement, dated as of June
30, 1995, by and among Embassy Suites, Inc., Promus Hotels,
Inc., The Promus Companies Incorporated, Promus Hotel
Corporation and NationsBank, N.A. (Carolinas). (10)
10(26) Tranche B Assignment and Assumption Agreement, dated as of June
30, 1995, by and among Embassy Suites, Inc., Promus Hotels,
Inc., The Promus Companies Incorporated, Promus Hotel
Corporation and NationsBank, N.A. (Carolinas). (10)
10(27) Pledge Agreement, dated as of June 30, 1995, by and among Promus
Hotel Corporation, Promus Hotels, Inc., certain subsidiaries
which may now be owners of Credit Parties and NationsBank, N.A.
(Carolinas). (10)
10(28) Escrow Agreement, dated as of June 30, 1995, among Promus Hotel
Corporation, Promus Hotels, Inc. and NationsBank. (9)
10(29) Employee Benefits and Other Employment Matters Allocation
Agreement, dated as of June 30, 1995, between The Promus
Companies Incorporated and Promus Hotel Corporation. (10)
10(30) Risk Management Allocation Agreement, dated as of June 30, 1995,
between The Promus Companies Incorporated and Promus Hotel
Corporation. (10)
10(31) Tax Sharing Agreement, dated as of June 30, 1995, between The
Promus Companies Incorporated and Promus Hotel Corporation.
(10)
10(32) International Swap Dealers Association, Inc. Master Agreement,
dated as of June 30, 1995, among Promus Hotels, Inc. and
NationsBank, N.A. (Carolinas). (10)
10(33) Transfer Agreement, dated as of June 30, 1995, among Embassy
Suites, Inc., Promus Hotels, Inc. and NationsBank, N.A.
(Carolinas). (10)
10(34) Subscription Agreement, dated as of October 17, 1995, by and
among Promus Hotels, Inc. and FelCor Suites Hotels, Inc. and
FelCor Suites Limited Partnership. (11)
10(35) Management Agreement, dated as of December 17, 1986, between
Hampton Inns, Inc. and Hampton/GHI Associates No. 1. (1)
10(36) Form of Management Agreement between Embassy Suites, Inc. and
affiliates of General Electric Pension Trust. (1)
*10(37) Form of Assignment and Assumption of Manager's Interest in
Management Agreement (General Electric Pension Trust), dated
June 30, 1995, between Embassy Suites, Inc. and Promus Hotels,
Inc.
*10(38) Form of Aircraft Agreement, dated August 4, 1995, between Promus
Hotels, Inc. and Harrah's Operating Company, Inc.
*10(39) Form of Interest Swap Confirmations, between NationsBank, N.A.
and Promus Hotels, Inc. dated December 11, 1995.
*10(40) Form of Interest Swap Confirmations between NationsBank, N.A.
and Promus Hotels, Inc. dated January 24, 1995, as amended on
December 6, 1995.
*11(1) Computation of per share earnings.
*12(1) Computations of ratios.
*13(1) Portions of Annual Report to Stockholders for the fiscal year
ended December 31, 1995.
*21(1) List of subsidiaries of Promus Hotel Corporation.
*23(1) Consent of Arthur Andersen LLP.
**27(1) Financial Data Schedule.
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* Included as an Exhibit to the Form 10-K of the Registrant, filed with the
Commission on March 12, 1996.
** Filed herewith.
+ Management contract or compensatory plan or arrangement required to be
filed as an exhibit to this form pursuant to Item 14(s)(3) of Form 10-K
(Footnotes on following page)
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Footnotes
(1) Incorporated by reference from Holiday Corporation's Annual Report on
Form 10-K for the fiscal year ended January 2, 1987, filed March 2,
1987, File No. 1-8900.
(2) Incorporated by reference from PCI's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1993, filed May 13, 1993, File No. 1-10410.
(3) Incorporated by reference from PCI's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1992, filed May 13, 1992, File No. 1-10410.
(4) Incorporated by reference from PCI's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, filed March 17, 1993, File No. 1-
10410.
(5) Incorporated by reference from PCI's Proxy Statement, Annex III-A,
dated April 25, 1995, File No. 1-11463.
(6) Incorporated by reference from PCI's Proxy Statement, Annex III-B,
dated April 25, 1995, File No. 1-11463.
(7) Incorporated by reference from PCI's Proxy Statement, Annex VII, dated
April 25, 1995, File No. 1-11463.
(8) Incorporated by reference from PCI's Proxy Statement, Annex VIII, dated
April 25, 1995, File No. 1-11463.
(9) Incorporated by reference from the Company's Current Report on Form 8-
K, filed June 14, 1995, File No. 1-11463
(10) Incorporated by reference from the Company's Quarterly Report on Form
10-Q, for the quarter ended June 30, 1995, filed August 11, 1995, File
No. 1-11463.
(11) Incorporated by reference from the Company's Quarterly Report on Form
10-Q, for the quarter ended September 30, 1995, filed November 13,
1995, File No. 1-11463.
(12) Incorporated by reference from the Company's Form 8-A, filed June 6,
1995, File No. 1-11463.
(13) Incorporated by reference from the Company's Registration Statement No.
33-59997 on Form S-8 for the Promus Hotel Corporation Savings &
Retirement Plan, filed June 6, 1995.
(14) Incorporated by reference from PCI's Proxy Statement, Annex II-A, dated
April 25, 1995, File No. 1-11463.
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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 thereunto duly authorized.
PROMUS HOTEL CORPORATION
June 6, 1996 By:_________________________
Ralph B. Lake
Vice President and Secretary