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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
AUGUST 4, 1998
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PROMUS HOTEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 001-13719 62-1716020
(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification
of incorporation or Number)
organization)
755 CROSSOVER LANE 38117-4900
MEMPHIS, TENNESSEE (Zip Code)
(Address of principal executive
offices)
(901) 374-5000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. Other Events.
On August 4, 1998, the Registrant issued the press release attached
hereto as Exhibit 99.1.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release dated August 4, 1998.
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
/s/ RALPH B. LAKE
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Ralph B. Lake
Executive Vice President, General
Counsel and Secretary
Date: August 5, 1998
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press release dated August 4, 1998.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE http://www.promus-hotel.com
Contact: Bill Perocchi, Executive Vice President/Chief Financial Officer
(801) 374-6051
Gregg Swearingen, Vice President, Investor Relations
(901) 374-5468
Ruth Pachman or Mark Semer, Kekst and Company
(212) 521-4891 or (212) 521-4802
SCHULTZ AND KELLEHER TO LEAVE PROMUS UPON
ELECTION OF NEW CHAIRMAN AND CHIEF EXECUTIVE OFFICER
-- Two Board Members, Ferris and Rose, Also to Depart
-- Search for New Chairman and CEO Underway
-- Merger Integration Process Ahead of Schedule
MEMPHIS, TN, AUGUST 4, 1998 -- The Board of Directors of Promus Hotel
Corporation (NYSE:PRH) announced today that it has unanimously decided to
seek an individual from outside both the former Doubletree and Promus
organizations who would be better suited to move the company to its next
stage of profitable growth and to capitalize on the strengths of the Company
without reference to past affiliations or corporate philosophies. As a
result, Raymond E. Schultz, chairman and chief executive officer of the
Company, and Richard M. Kelleher, president and chief executive officer of
the Company, have jointly decided to leave Promus as soon as a new chairman
and chief operating officer has been named. Mr. Schultz will retire from the
Company and Mr. Kelleher will depart to pursue other business opportunities.
The Board also announced that Richard J. Ferris, co-chairman of the former
Doubletree Corporation, and Michael D. Rose, former chairman of Promus Hotel
Corporation, also would resign from the Board of Directors of the Company at
the time that a new chairman and chief executive officer is named.
The Board has formed a search committee to oversee the recruiting process and
has initiated steps to retain a professional search firm.
Dale Frey, chairman of the research committee, said, "Although the merger has
proceeded extremely well on the operating level, as we looked ahead we agreed
that fresh leadership would move us more quickly into the future. We accept
the decisions of these four individuals with regret, gratitude and
admiration. They have each
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2
contributed enormously to the creation of a primier lodging company with a
portfolio of powerful brands. Their decision to step aside at a time when the
company is performing superbly in order to let new leadership build on their
accomplishments, and to do so through an orderly and thoughtful transition
process, is a tribute to the high regard with which they hold the company,
its employees and franchisees, and its shareholders."
Mr. Schultz said, "The merger of Promus and Doubletree is progressing very
smoothly at the operating and corporate staff levels, is ahead of schedule,
and clearly has been a success. I look forward to a smooth passing of the
baton to a strong new leader who shares both Rick's and my enthusiasm for the
industry and the outlook for Promus. While I have accelerated my original
retirement plans by a year, I do so knowing that Promus is well positioned
and its future filled with opportunity."
Mr. Kelleher said, "After much consideration, both Ray and I decided that
these steps were necessary for our company to make the most of the merger and
capitalize upon future opportunities. These management changes will ensure
that Promus is able to continue to forge ahead without looking at the past. I
am very proud of our accomplishments over the past year and believe the
future of the company is very bright."
Promus Hotel Corporation (NYSE:PRH) is one of the world's premier lodging
companies, with system-wide annual revenues of over $5 billion. The company
operates, franchises or owns hotels throughout the United States and in
Canada, Mexico and Latin America. It is the franchisor and operator of the
Doubletree Hotels and Guest Suites, Embassy Suites, Homewood Suites, Club
Hotels by Doubletree, Hampton Inn, Hampton Inn & Suites, Embassy Vacation
Resort and Hampton Vacation Resort brands. The company also manages
non-Promus branded hotels and facilities in the University Hotel & Conference
Center division.
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