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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1997
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1993
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PARENT HOLDING CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 67-1716020
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
755 CROSSOVER LANE
MEMPHIS, TENNESSEE 38117
(Address of Principal Executive Offices) (Zip Code)
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1997 EQUITY PARTICIPATION PLAN OF PARENT HOLDING CORP.
(Full title of the plan)
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RALPH B. LAKE, ESQ.
SECRETARY AND GENERAL COUNSEL
PARENT HOLDING CORP.
755 CROSSOVER LANE
MEMPHIS, TENNESSEE 38117
(Name and address of agent for service)
(901) 374-5000
(Telephone number, including area code, of agent for service)
-------------------
Copies to:
JOHN M. NEWELL, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
CALCULATION OF REGISTRATION FEE
<TABLE>
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of to be Offering Price Aggregate Registration
Securities to be Registered Registered Per Share (1) Offering Price (1) Fee
- -------------------------------------------------------------------------------------------------------
Common Stock, 10,000,000 $39.125 $391,250,000 $115,419
$.01 par value
</TABLE>
(1) Estimated for purposes of computing the registration fee only. Pursuant
to Rule 457(h), the Proposed Maximum Offering Price Per Share is based
upon the average of the high and low prices for the Common Stock of
Doubletree Corporation ("Doubletree") on the Nasdaq National Market on
December 17, 1997 ($39.125). Each share of Doubletree Common Stock was
converted into the right to receive one share of the Registrant's Common
Stock on December 19, 1997 in connection with the mergers of two
wholly-owned subsidiaries of the Registrant with Doubletree and Promus
Hotel Corporation.
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PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant, Parent Holding Corp., a Delaware corporation, hereby
incorporates the following documents in this Registration Statement by
reference:
(a) The Annual Reports on Form 10-K of Doubletree Corporation
("Doubletree"), and Promus Hotel Corporation ("Promus") for the
fiscal year ended December 31, 1996.
(b) The Quarterly Reports of Doubletree and Promus for the quarterly
periods ended March 31, 1997, June 30, 1997 and September 30, 1997 and
all other reports of Doubletree and Promus filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since December 31, 1997.
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Exchange Act,
on December 17, 1997.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of
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the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees) judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards, except that no indemnification may be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 145 of the DGCL further provides that, to the extent that a
director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in the defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith; and that indemnification provided by, or granted pursuant to,
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled. Section 145 further empowers the
corporation to purchase and maintain insurance on behalf of any person who is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him against such
liabilities under Section 145 of the DGCL.
Article tenth of the Registrant's Certificate of Incorporation provides,
in detail, for the indemnification of directors, officers and employees of
the Registrant to the fullest extent permitted under Section 145 of the DGCL.
Section 102(b)(7) of the DGCL enables a Delaware corporation to provide
in its certificate of incorporation for the elimination or limitation of the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any such
provision cannot eliminate or limit a director's liability (1) for any breach
of the director's duty of loyalty to the corporation or its stockholders; (2)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (3) under Section 174 of the DGCL
(which imposes liability on directors for unlawful payment of dividends or
unlawful stock purchase or redemption); or (4) for any transaction from which
the director derived an improper personal benefit. Article Thirteenth of the
Certificate of Incorporation of Promus eliminates the liability of a director
of Promus to Promus or its stockholders for monetary damages for breach of
fiduciary duty as a director to the full extent permitted by the DGCL.
Under the Agreement and Plan of Merger dated as of September 1, 1997 by
and among Promus, Doubletree and the Registrant, as amended on October 1,
1997 to add Promus Acquisition Corp. and Doubletree Acquisition Corp., two
wholly-owned subsidiaries of the Registrant, as parties (the "Merger
Agreement"), for a period of six years after the Effective Time (as defined
in the Merger Agreement), the Registrant is required to maintain or shall
cause the Surviving Corporations (as defined in the Merger Agreement) to
maintain (to the extent available in the market) in effect a directors' and
officers' liability insurance policy covering those persons who are currently
covered by Doubletree's or Promus's directors' and officers' liability
insurance policy with coverage in amount at least as favorable as
Doubletree's or Promus's existing coverage; provided that in no event is the
Registrant or the Surviving Corporations required to expend in the aggregate
in excess of 200% of the annual premium currently paid by Doubletree and
Promus for such coverage. If the premium would exceed 200% of such amount,
then the Registrant or the Surviving Corporations in required to maintain
insurance policies which provide the maximum and best coverage available at
an annual premium equal to 200% of such amount. Additionally, the Merger
Agreement requires that the
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Registrant defend and hold harmless each person who prior to the Effective
Time was or became an officer or director of Doubletree or Promus against all
liabilities (and shall advance expenses related thereto) arising out of the
fact that such person was an officer or director of such entities to the full
extent that would have been permitted under Delaware law and the certificate
of incorporation or bylaws of such entities.
The Registrant carries policies of insurance which cover the individual
directors and officers of the Registrant for legal liability and which would
pay on behalf of the Registrant for expenses of indemnification of directors
and officers in accordance with the Certificate of Incorporation.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 The 1997 Equity Participation Plan of the
Registrant (Incorporated by reference to Exhibit
10(16) of the Company's Registration Statement No.
333-40233)
5.1 Opinion of Latham & Watkins as to the legality of
the shares being registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Latham & Watkins (included in Exhibit
5.1 hereto)
24.1 Powers of Attorney (included on page 6)
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement;
(c) To include any material information with respect to the
plan of distribution.
(2) For the purpose of determining any liability under the
Securities Act, to treat each such post-effective amendment as a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time to be the initial bona fide offering
thereof.
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(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Sections 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new registra
tion statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on this 18th day of
December, 1997.
PARENT HOLDING CORP.
By: /s/ Raymond E. Schultz
-----------------------------
Raymond E. Schultz
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Raymond E. Schultz and Richard M. Kelleher, and each or any of them, his true
and lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in their capacities
and on the dates indicated.
/s/ Raymond E. Schultz Chief Executive Officer, December 18, 1997
- --------------------- Chairman of the Board and
Raymond E. Schultz Director
/s/ Richard M. Kelleher President, Chief Operating December 18, 1997
- --------------------- Officer and Director
Richard M. Kelleher
/s/ William L. Perocchi Chief Financial Officer December 18, 1997
- --------------------- (Principal Financial and
William L. Perocchi Accounting Officer)
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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
December 18, 1997
Parent Holding Corp.
755 Crossover Lane
Memphis, Tennessee 38117
Re: Registration Statement on Form S-8
10,000,000 Shares of Common Stock, par value $.01 per share
-----------------------------------------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement"), which you intend to file with the Securities
and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 10,000,000 shares of Common Stock, par
value $.01 per share (the "Shares"), to be sold by Parent Holding Corp. (the
"Company") under the 1997 Equity Participation Plan of Parent Holding Corp.
(the "Plan"). We are familiar with the proceedings undertaken in connection
with the authorization, issuance and sale of the Shares. Additionally, we
have examined such questions of law and fact as we have considered necessary
or appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, and upon the issuance of Shares under the terms of the
Plan and delivery and payment therefor of legal consideration at least equal
to the aggregate par value of the Shares issued, such Shares will be validly
issued, fully paid and nonassessable.
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LATHAM & WATKINS
December 18, 1997
Page 2
We consent to your filing this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
/s/ LATHAM & WATKINS
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporated by reference in the Registration Statement
on Form S-8 of Parent Holding Corp. dated December 19, 1997 of our report dated
March 17, 1997 relating to the consolidated balance sheets of Doubletree
Corporation and subsidiaries as of December 31, 1996 and 1995 and the related
consolidated statements of operations, stockholders' equity, and cash flows
for each of the years in the three-year period ended December 31, 1996.
KPMG Peat Marwick LLP
Phoenix, Arizona
December 18, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in Parent Holding Corp.'s Registration Statement on Form S-8, of
our reports dated February 5, 1997 and March 18, 1997 included (or
incorporated by reference) in Promus Hotel Corporation's Form 10-K for the
year ended December 31, 1996 and to all references to our Firm in this
Registration Statement.
ARTHUR ANDERSEN LLP
Memphis, Tennessee
December 18, 1997
