As filed with the Securities and Exchange Commission on December 10, 1996.
Registration No. ____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PROMUS HOTEL CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 62-1596939
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
755 Crossover Lane
Memphis, Tennessee 38117
(901) 374-5000
(Address, including zip code, and telephone number, of registrant's
principal executive offices)
PROMUS HOTEL CORPORATION
BONUS REPLACEMENT OPTIONS PLAN
(Full title of the plan)
Ralph B. Lake Copy to:
Senior Vice President and General Counsel
Promus Hotel Corporation Laura G. Thatcher
755 Crossover Lane Alston & Bird
Memphis, Tennessee 38117 1201 West Peachtree Street, N.W.
(901) 374-5000 Atlanta, Georgia 30309-3424
(Name, address, including zip code, and (404) 881-7546
telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Registration
to be Registered be Registered (1) Per Share (2) Offering Price (2) Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.10 par 3,000,000 shares $31.69 $95,070,000 $28,809.09
value
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</TABLE>
(1) This registration statement also covers any additional units that may
hereafter be granted as a result of the adjustment and anti-dilution
provisions of the registrant's Bonus Replacement Options Plan.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h), based on the average of the high and low sales
prices of the Common Stock reported on the New York Stock Exchange on
December 5, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting Part I of this registration statement will be
sent or given to participants in the Promus Hotel Corporation Bonus Replacement
Options Plan (the "Plan") as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are incorporated by reference into this
registration statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Annual Report on Form 10-K of Promus Hotel Corporation (the
"Company") for the fiscal year ended December 31, 1995.
(2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act, since December 31, 1995.
(3) The description of common stock contained in the Company's registration
statement filed under Section 12 of the Exchange Act, including all amendments
or reports filed for the purpose of updating such description.
(4) All other documents subsequently filed by the Company pursuant to
Section 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, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this registration statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the securities registered hereby has been passed upon for
the Company by Ralph B. Lake, Secretary and General Counsel to the Company.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware empowers the Company
to indemnify, subject to the standards set forth therein, any person who is a
party in any action in connection with any action, suit or proceeding brought or
threatened by reason of the fact that the person was a director, officer,
employee or agent of the Company, or is or was serving as such with respect to
another entity at the request of the Company. The General Corporation Law of
Delaware also provides that the Company may purchase insurance on behalf of any
such director, officer, employee or agent.
Article Tenth of the Certificate of Incorporation of the Company provides
for indemnification of the officers and directors of the Company to the full
extent permitted by the Delaware General Corporation law.
The Company has entered into Indemnification Agreements with its directors,
executive officers and certain other officers. Generally, the Indemnification
Agreements provide that the Company will indemnify such persons against any and
all expenses, judgments, fines, penalties and amounts paid in settlement
(including all interest, assessments and other charges paid or payable in
connection with or in respect to such expenses, judgments, fines, penalties or
amounts paid in settlement) of any Claim by reason of (or arising in part out
of) an Indemnifiable Event. "Claim" is defined as any threatened, pending or
completed action, suit or proceeding or any inquiry or investigation, whether
conducted by the Company or any other party, that the indemnitee in good faith
believes might lead to the institution of any such action, suit or proceeding,
whether civil, criminal, administrative, investigative or other. "Indemnifiable
Event" is defined as any event or occurrence related to the fact that the
indemnitee is or was a director, officer, employee, trustee, agent or fiduciary
of the Company, or is or was serving at the request of the Company or a
director, officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by the indemnitee in any such capacity.
Notwithstanding the foregoing, (i) the obligations of the Company shall be
subject to the condition that the reviewing party (as defined) shall not have
determined (in a written opinion, in any case in which special, independent
counsel is involved) that the indemnitee would not be permitted to be
indemnified under applicable law, and (ii) the obligation of the Company to make
an expense advance shall be subject to the condition that, if, when and to the
extent that the reviewing party determines that the indemnitee would not be
permitted to be so indemnified under applicable law, the Company shall be
entitled to be reimbursed by the indemnitee (who has agreed to reimburse the
Company for any amounts theretofore paid; provided, that if the indemnitee has
commenced legal proceedings in a court of competent jurisdiction to secure a
determination that the indemnitee should be indemnified under applicable law,
any determination made by the reviewing party that the indemnitee would not be
permitted to be indemnified under applicable law shall not be binding and the
indemnitee shall not be required to reimburse the Company for any expense
advance until a final judicial determination is made with respect thereto as to
which all rights of appeal therefrom have been exhausted or lapsed).
II-2
<PAGE>
Section 102(b)(7) of the Delaware General Corporation Law 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 Delaware General Corporation Law (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 the Company eliminates the liability of a director of the
Company to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director to the full extent permitted by the Delaware
General Corporation Law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The exhibits listed in the Exhibit Index are included as part of this
registration statement.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) 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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
II-3
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities being offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration 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 of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the registrant's certificate of incorporation,
bylaws, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 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 Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the 10th day of
December, 1996.
PROMUS HOTEL CORPORATION
By: /s/ Ralph B. Lake
-------------------------------------
Ralph B. Lake
Secretary and General Counsel
Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Donald H. Dempsey, Jeffery M. Jarvis and Ralph B.
Lake, any or whom may act without joinder of the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her 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
Securities and Exchange 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, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in their
respective capacities with the registrant on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ U. BERTRAM ELLIS, JR. Director December 9, 1996
- ----------------------------
U. Bertram Ellis, Jr.
/s/ DEBRA J. FIELDS Director December 9, 1996
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Debra J. Fields
II-5
<PAGE>
/s/ CHRISTOPHER W. HART Director December 9, 1996
- ----------------------------
Christopher W. Hart
/s/ C. WARREN NEEL Director December 9, 1996
- ----------------------------
C. Warren Neel
/s/ BEN C. PETERNELL Director December 9, 1996
- ----------------------------
Ben C. Peternell
/s/ MICHAEL D. ROSE Director and Chairman December 9, 1996
- ----------------------------
Michael D. Rose
/s/ MICHAEL I. ROTH Director December 9, 1996
- ----------------------------
Michael I. Roth
/s/ RAYMOND E. SCHULTZ Director, President December 9, 1996
- ---------------------------- and Chief Executive Officer
Raymond E. Schultz
/s/ JAY STEIN Director December 9, 1996
- ----------------------------
Jay Stein
/s/ DAVID C. SULLIVAN Director, December 9, 1996
- ---------------------------- Executive Vice President
David C. Sullivan and Chief Operating Officer
/s/ RONALD TERRY Director December 9, 1996
Ronald Terry
/s/ DONALD H. DEMPSEY Chief Financial Officer December 9, 1996
- ----------------------------
Donald H. Dempsey
/s/ JEFFERY M. JARVIS Controller and December 9, 1996
- ---------------------------- Chief Accounting Officer
Jeffery M. Jarvis
II-6
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
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4.1 Amended and Restated Certificate of Incorporation of the
Company dated June 30, 1995 (incorporated by reference from
The Promus Companies Incorporated Proxy Statement, Annex
II-A, dated April 25, 1995, File No. 1-10410).
4.2 Bylaws of the Company, as amended and restated, dated May
26, 1995 (incorporated by reference from the Company's
Annual Report on Form 10-K, for the year ended December 31,
1995, filed March 12, 1996, File No. 1-11463).
4.3 Form of Rights Agreement, dated as of June 30, 1995,
between the Company and Continental Stock Transfer & Trust
Company (incorporated by reference from the Company's Form
8-A, filed June 6, 1995, File No. 1-11463).
5 Opinion of Counsel as to the legality of the securities
being registered.
23.1 Consent of Counsel (contained in the opinion filed as
Exhibit 5 hereof).
23.2 Consent of Independent Public Accountants.
24 Power of Attorney (included on the signature pages
contained in Part II hereof).
Exhibit 5
Opinion of Counsel
<PAGE>
December 10, 1996
Promus Hotel Corporation
755 Crossover Lane
Memphis, Tennessee 38117
Re: Form S-8 Registration Statement of Promus Hotel Corporation --
Bonus Replacement Options Plan
Ladies and Gentlemen:
The undersigned Secretary and General Counsel of Promus Hotel Corporation,
a Delaware corporation (the "Company"), gives this opinion in connection with
the referenced Registration Statement on Form S-8 (the "Registration Statement")
being filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, and covering
3,000,000 shares of the Company's common stock, $0.10 par value ("Common Stock")
that may be offered and sold pursuant to the Promus Hotel Corporation Bonus
Replacement Options Plan (the "Plan"). This opinion letter is rendered pursuant
to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
In the capacity described above, the undersigned has considered such
matters of law and of fact, including the examination of originals or copies,
certified or otherwise identified to my satisfaction, of such records and
documents of the Company, certificates of public officials and such other
documents as I have deemed appropriate as a basis for the opinion hereinafter
set forth.
Based upon the foregoing, I am of the opinion that the shares of Common
Stock covered by the Registration Statement, when delivered to Plan participants
in accordance with the terms and conditions of the Plan, will be legally and
validly issued, fully paid and nonassessable.
This opinion letter is provided to the Company for its benefit and for the
benefit of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by the Company and the Commission only in
connection with the Registration Statement, and may not be relied upon by any
other person or for any other purpose without the prior written consent of the
undersigned.
The undersigned hereby consents to the filing of this opinion as an exhibit
to the Registration Statement and further consents to the use of the
undersigned's name wherever appearing in the Registration Statement.
Sincerely,
/s/ Ralph B. Lake
Ralph B. Lake
Secretary and General Counsel
Exhibit 23.2
Consent of Independent Public Accountants
<PAGE>
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our reports dated
February 6, 1996 included in or incorporated by reference in Promus Hotel
Corporation's Form 10-K for the year ended December 31, 1995 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Memphis, Tennessee
December 6, 1996
