<PAGE>
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):
December 3, 1998
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 of Number) Identification
incorporation or Number)
organization)
755 CROSSOVER LANE
MEMPHIS, TENNESSEE 38117-4900
(Address of principal executive (Zip Code)
offices)
(901) 374-5000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. Other Events
On December 3, 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 December 3, 1998
<PAGE>
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
------------------------------------
Ralph B. Lake
Executive Vice President, General
Counsel and Secretary
Date: December 9, 1998
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated December 3, 1998.
<PAGE>
Exhibit 99.1
[LETTERHEAD OF PROMUS HOTEL CORPORATION]
FOR IMMEDIATE RELEASE http://www.promus.com
Contact: Bill Perocchi, Executive Vice President/Chief Financial Officer
(901) 374-6051
Gregg Swearingen, Vice President, Investor Relations
(901) 374-5468
Media: Ruth Pachman or Michael Freitag, Kekst and Company
(212) 521-4800
PROMUS NAMES NORMAN P. BLAKE, JR.
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
MEMPHIS, TN, December 3, 1998 -- Promus Hotel Corporation (NYSE: PRH)announced
today that Norman P. Blake, Jr. has been named Chairman, President and Chief
Executive Officer, effective immediately.
Mr. Blake, 57, is the former Chairman, President and CEO of USF&G Corporation,
the insurance and financial services company based in Baltimore, Maryland, which
was acquired earlier this year by the St. Paul Companies following a highly
successful restructuring. He is also the former Chairman and CEO of Heller
International Corporation.
Dale Frey, chairman of the Promus Board of Directors' search committee, said,
"Norm Blake is a seasoned and highly regarded executive with a reputation for
outstanding leadership skills and a strong strategic vision. Based upon his
record of success in a wide variety of situations and industries, we believe he
is the perfect individual to capitalize on Promus' many strengths and move the
company to the next stage of profitable growth."
<PAGE>
Mr. Blake said, "I am excited about this opportunity to provide leadership in
making a great company even better by building upon the strong foundation which
has been created by its management and people. My priorities are threefold: (1.)
Build the highest quality management team and organization in the industry; (2.)
Enhance the already superior value we deliver to our customers, licensees, hotel
owners, and shareholders; and, (3.) achieve growth by capitalizing on market
opportunities which best leverages our strengths. I look forward to meeting as
many of our major stakeholders as quickly as possible and begin building a great
future together."
Mr. Blake's appointment was approved unanimously by the Promus Board of
Directors. In his new capacities, he is succeeding Raymond E. Schultz, Chairman
and Chief Executive Officer, and Richard M. Kelleher, President and Chief
Operating Officer. In August, Messrs. Schultz and Kelleher announced that they
jointly decided to leave Promus upon the appointment of a new leader from
outside the company. Effective immediately, Mr. Schultz will retire and Mr.
Kelleher will depart to pursue other business opportunities.
As announced in August, Richard J. Ferris, co-Chairman of the former Doubletree
Corporation, and Michael D. Rose, former Chairman of Promus Hotel Corporation,
are also resigning from the Promus Board of Directors. A search is now underway
for three new independent directors.
Mr. Rose said, "Norm Blake has a track record as a strong leader. His focused,
straightforward style and communication skills will serve him well with both
licensees and management of Promus. He will benefit from an experienced,
excellent management team which remains in place.
"He is inheriting a company that is performing well and has many growth
opportunities," Mr. Rose continued. "The merger of Promus and Doubletree has
resulted in the creation of a premier lodging company with a portfolio of
powerful brands, excellent assets and a top-notch group of employees."
<PAGE>
Mr. Schultz said, "I am pleased to pass the baton to this accomplished and
qualified leader. Norm is a fast learner and a good listener with relevant
experience at several companies in the service industry."
Mr. Kelleher said, "Norm Blake has earned a reputation for having an open,
respectful and warm relationship with the employees at the companies he has led.
I am confident he and the employees of Promus will get along very well
together."
Mr. Blake joined USF&G as Chairman, President and CEO in 1990 and subsequently
designed and implemented a successful restructuring of the insurance company.
Earlier this year, after having achieved 57% per year growth in net income, and
realized cumulative shareholder return of 228%, and increased market
capitalization by 320%, USF&G was merged with the St. Paul Companies in a
transaction valued at $3.5 billion.
Mr. Blake is also credited with improving the performance of Chicago-based
Heller International Corp., a wholly-owned subsidiary of The Fuji Bank, Ltd. of
Tokyo, Japan, which provides commercial and industrial financing in the U.S. and
around the world. From 1986 through 1989, Heller's domestic financial services
subsidiary realized a 38 percent compounded growth in earnings. Similarly,
Heller's international subsidiary achieved a significant improvement in
profitability and growth of its asset base as well.
Prior to joining Heller in 1984, Mr. Blake had been Executive Vice President -
Financing Operations of General Electric Credit Corporation; and, previously
held several other Senior Management positions in his fifteen year career with
the General Electric Company. He also has served as President of Top, Inc., a
Detroit-based diversified financial services company.
Mr. Blake has bachelor's, master's and honorary doctor's degrees from Purdue
University in Lafayette, Indiana. He is married with three children and
currently resides in Marco Island, Florida. He plans to relocate to Memphis as
soon as possible.
<PAGE>
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 as well as facilities in its University Hotel & Conference Center
division.
# # #
