FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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PARENT HOLDING CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 67-1716020
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
755 CROSSOVER LANE
MEMPHIS, TENNESSEE 38117
(Address of Principal Executive Offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which each
to be so registered class is to be registered
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Common Stock New York Stock Exchange, Inc.
Preferred Share Purchase Rights New York Stock Exchange, Inc.
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. /X/
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. / /
Securities Act registration statement file number to which this form relates:
333-40233
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
COMMON STOCK
Incorporated by reference from the Registrant's Registration Statement
on Form S-4, filed with the Securities and Exchange Commission on November 14,
1997, File No. 333-40233.
PREFERRED SHARE PURCHASE RIGHTS
On December 17, 1997 the Board of Directors of the Registrant adopted
a Stockholder Rights Agreement (the "Rights Plan").
In connection with the Rights Plan, the Board of Directors of the
Registrant approved the issuance of one preferred share purchase right (the
"Rights") for each share of common stock, par value $.01 per share (the "Common
Shares"), of the Registrant issued at or after the effective time (the
"Effective Time") the mergers of two wholly-owned subsidiaries of the
Registrant with and into Doubletree Corporation and Promus Hotel Corporation
(collectively, the "Merger"). Each Right will entitle the registered holder
thereof, after the Rights become exercisable and until December 17, 2007 (or
the earlier redemption, exchange or termination of the Rights), to purchase
from the Registrant one one-hundredth (1/100th) of a share of Series A Junior
Participating Preferred Stock (the "Preferred Shares"), at a price of $160.00
per one one-hundredth (1/100th) of a Preferred Share, subject to certain anti-
dilution adjustments (the "Purchase Price"). Until the earlier to occur of (i)
ten (10) days following a public announcement that a person or group of
affiliated or associated persons has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the Common Shares (an
"Acquiring Person") or (ii) ten (10) business days (or such later date as may
be determined by action of the Board of Directors prior to such time as any
person or group of affiliated persons becomes an Acquiring Person) following
the commencement or announcement of an intention to make a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the Common Shares (the earlier
of (i) and (ii) being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the Record Date, by such Common Share certificate. The Rights will be
transferred with and only with the Common Shares until the Distribution Date or
earlier redemption or expiration of the Rights. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Shares
as of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights. The Rights will at no time have
any voting rights.
In the event that a Person becomes an Acquiring Person, 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
be entitled to purchase one one-hundredth of a share of Preferred Stock for
each Right. In the event that, after a person has become an Acquiring Person,
the Registrant were acquired in a merger or other business combination
transaction, the Registrant acquires another entity in a transaction in which
all or part of the Common Shares are changed into or exchanged for securities,
cash or any other property of the Registrant or any other entity, or more than
50% of the assets or earning power of the Registrant were sold, proper
provision shall be made so that each holder of a Right shall thereafter have
the right to receive, upon the exercise thereof at the then current Purchase
Price of the Right, that number of shares of common stock of the Company
surviving in such transaction which at the time of such transaction would have
a market value of two times the then current Purchase Price of one Right.
At any time after a Person becomes an Acquiring Person and prior to
the earlier of one of the events described in the last sentence in the previous
paragraph or the acquisition by such Acquiring Person of 50% or more of the
then outstanding Common Shares, the Board of Directors may cause the Registrant
to exchange the Rights (other than Rights owned by an Acquiring Person which
have become void), in whole or in part, for Common Shares at an exchange rate
of that number of Common Shares having an aggregate value equal to the Purchase
Price per Right (subject to adjustment).
The Rights may be redeemed in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price") by the Board of Directors at any time
prior to the time that an Acquiring Person has become such. The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The Rights will expire on December 17, 2007 (unless earlier redeemed,
exchanged or terminated). First Union National Bank is the Rights Agent.
The Purchase Price payable, and the number of one-hundredths of a
Preferred Share 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 Preferred Shares, (ii) upon the grant to holders of
the Preferred Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares or convertible securities at less than the current market
price of the Preferred Shares or (iii) upon the distribution to holders of the
Preferred Shares of evidences of indebtedness, cash, securities or assets
(excluding regular periodic cash dividends at a rate not in excess of 125% of
the rate of the last regular periodic cash dividend theretofore paid or, in
case regular periodic cash dividends have not theretofore been paid, at a rate
not in excess of 50% of the average net income per share of the Registrant for
the four quarters ended immediately prior to the payment of such dividend, or
dividends payable in Preferred Shares (which dividends will be subject to the
adjustment described in clause (i) above)) or of subscription rights or
warrants (other than those referred to above).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Registrant beyond those as an existing
stockholder, including, without limitation, the right to vote or to receive
dividends.
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Any of the provisions of the Rights Agreement dated as of December
17, 1997 between the Registrant and the Rights Agent (the "Rights Agreement")
may be amended by the Board of Directors of the Registrant for so long as the
Rights are then redeemable, and after the Rights are no longer redeemable, the
Registrant may amend or supplement the Rights Agreement in any manner that does
not adversely affect the interests of the holders of the Rights.
One Right will be distributed to stockholders of the Registrant for
each Common Share received by them in connection with the Merger at the
Effective Time. As long as the Rights are attached to the Common Shares, the
Registrant will issue one Right with each new Common Share issued after the
Effective Time so that all such shares will have attached Rights. The
Registrant has agreed that, from and after the Distribution Date, the
Registrant will reserve 5,000,000 shares of Preferred Stock initially for
issuance upon exercise of the Rights.
The rights are designed to assure that all of the Registrant's
stockholders receive fair and equal treatment in the event of any proposed
takeover of the Registrant and to guard against partial tender offers, open
market accumulations and other abusive tactics to gain control of the
Registrant without paying all stockholders a control premium. The Rights will
cause substantial dilution to a person or group that acquires 15% or more of
the Registrant's stock on terms not approved by the Registrant's Board of
Directors. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors at any time prior to the first
date that a Person or group has become an Acquiring Person.
The Rights Agreement specifying the terms of the Rights is
incorporated herein by reference as an exhibit to this Registration Statement.
The foregoing description of the Rights is qualified in its entirety by
reference to such exhibit.
Item 2. EXHIBITS
1. Rights Agreement, dated as of December 17, 1997, between Parent
Holding Corp. and First Union National Bank which includes the form
of Certificate of Designations of the Series A Junior Participating
Preferred Stock of the Registrant as Exhibit A and the form of Right
Certificate as Exhibit B.
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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 registration statement to be
signed on its behalf by the undersigned hereunto duly authorized.
PARENT HOLDING CORP.
Dated: December 17, 1997 By /s/ Raymond E. Schultz
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Raymond E. Schultz
Chief Executive Officer and
Chairman of the Board
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