<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- ------------------------------------------------------------------------------
FORM 11-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the plan year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission File No. 1-11463
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
THE PROMUS HOTEL CORPORATION
SAVINGS AND RETIREMENT PLAN A
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
PROMUS HOTEL CORPORATION
755 Crossover Lane
Memphis, Tennessee 38117
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Trustees of The Promus Hotel Corporation
Savings and Retirement Plan A:
We have audited the accompanying statement of net assets available for plan
benefits, with fund information, of THE PROMUS HOTEL CORPORATION SAVINGS AND
RETIREMENT PLAN A as of December 31, 1996, and the related statement of changes
in net assets available for plan benefits, with fund information, for the year
ended December 31, 1996. These financial statements and the schedules referred
to below are the responsibility of the Plan Administrator. Our responsibility is
to express an opinion on these financial statements and schedules based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits, with fund
information, of The Promus Hotel Corporation Savings and Retirement Plan A as of
December 31, 1996, and the changes in its net assets available for plan
benefits, with fund information, for the year ended December 31, 1996, in
conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1996 (Exhibit I) and reportable
transactions for the year ended December 31, 1996 (Exhibit II) are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statement of net assets available for plan benefits and the statement of changes
in net assets available for plan benefits is also presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Memphis, Tennessee,
June 10, 1997.
2
<PAGE>
THE PROMUS HOTEL CORPORATION SAVINGS AND RETIREMENT PLAN A
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------------------
PARTICIPANT DIRECTED FUNDS
---------------------------------------------------------------------------------
PROMUS FOREIGN AGGRESSIVE GROWTH S&P 500 EQUITY LONG-TERM
STOCK FUND EQUITY FUND EQUITY FUND FUND INDEX FUND INCOME FUND BOND FUND
---------- ----------- ----------- ------ ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Pooled common stock............................ $23,440 $ -- $ -- $ -- $ -- $ -- $ --
Mutual funds................................... -- 1,247 5,352 1,203 -- 963 763
Common/collective trust funds.................. -- -- -- -- 7,830 -- --
Interest bearing cash.......................... -- -- -- -- -- -- --
Loans to participants.......................... -- -- -- -- -- -- --
------- ------ ------ ------ ------ ---- ----
Total investments............................ 23,440 1,247 5,352 1,203 7,830 963 763
------- ------ ------ ------ ------ ---- ----
Receivables:
Interest and dividends......................... -- -- -- -- -- -- --
Employer's contributions....................... -- -- -- -- -- -- --
Participants' contributions.................... -- -- -- -- -- -- --
Other.......................................... -- -- -- -- -- -- --
------- ------ ------ ------ ------ ---- ----
Total receivables............................ -- -- -- -- -- -- --
------- ------ ------ ------ ------ ---- ----
Uninvested cash.................................. -- -- -- -- -- -- --
------- ------ ------ ------ ------ ---- ----
Total assets................................. 23,440 1,247 5,352 1,203 7,830 963 763
------- ------ ------ ------ ------ ---- ----
LIABILITIES
Accrued refunds and other........................ 464 15 109 22 168 19 12
------- ------ ------ ------ ------ ---- ----
Total liabilities............................ 464 15 109 22 168 19 12
------- ------ ------ ------ ------ ---- ----
Net assets available for plan benefits..... $22,976 $1,232 $5,243 $1,181 $7,662 $944 $751
------- ------ ------ ------ ------ ---- ----
------- ------ ------ ------ ------ ---- ----
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------------------
NON-
PARTICIPANT
DIRECTED
PARTICIPANT DIRECTED FUNDS FUNDS
-------------------------------------------------- ----------- -------
INTERMEDIATE MONEY EXECUTIVE PARTICIPANT TOTAL
BOND FUND MARKET FUND LIFE FUND LOAN FUND OTHER FUNDS
------------ ----------- --------- ----------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Pooled common stock............................ $ -- $ -- $ -- $ -- $ -- $23,440
Mutual funds................................... 7,266 -- -- -- -- 16,794
Common/collective trust funds.................. -- -- -- -- -- 7,830
Interest bearing cash.......................... -- 4,193 -- -- -- 4,193
Loans to participants.......................... -- -- -- 2,198 -- 2,198
------ ------ ----- ------ ---- -------
Total investments............................ 7,266 4,193 -- 2,198 -- 54,455
------ ------ ----- ------ ---- -------
Receivables:
Interest and dividends......................... 38 18 -- -- 2 58
Employer's contributions....................... -- -- -- -- 104 104
Participants' contributions.................... -- -- -- -- 132 132
Other.......................................... -- -- 488 -- -- 488
------ ------ ----- ------ ---- -------
Total receivables............................ 38 18 488 -- 238 782
------ ------ ----- ------ ---- -------
Uninvested cash................................ -- -- -- -- 92 92
------ ------ ----- ------ ---- -------
Total assets................................. 7,304 4,211 488 2,198 330 55,329
------ ------ ----- ------ ---- -------
LIABILITIES
Accrued refunds and other........................ 88 46 -- -- -- 943
------ ------ ----- ------ ---- -------
Total liabilities............................ 88 46 -- -- -- 943
------ ------ ----- ------ ---- -------
Net assets available for plan benefits..... $7,216 $4,165 $488 $2,198 $330 $54,386
------ ------ ----- ------ ---- -------
------ ------ ----- ------ ---- -------
</TABLE>
The accompanying notes to financial statements are an integral part
of this statement.
3
<PAGE>
THE PROMUS HOTEL CORPORATION SAVINGS AND RETIREMENT PLAN A
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------------------
PARTICIPANT DIRECTED FUNDS
---------------------------------------------------------------------------------
PROMUS FOREIGN AGGRESSIVE GROWTH S&P 500 EQUITY LONG-TERM
STOCK FUND EQUITY FUND EQUITY FUND FUND INDEX FUND INCOME FUND BOND FUND
---------- ----------- ----------- ------ ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Transfers from prior plan...................... $17,821 $ -- $3,665 $ -- $ 7,023 $ -- $ 1,835
------- ------ ------ ------ ------- ---- -------
Investment income:
Net appreciation (depreciation) in fair value
of investments............................. 5,609 44 562 35 1,614 23 (153)
Interest..................................... -- -- -- -- -- -- --
Dividends.................................... -- 58 184 46 -- 75 116
------- ------ ------ ------ ------- ---- -------
5,609 102 746 81 1,614 98 (37)
------- ------ ------ ------ ------- ---- -------
Contributions:
Employer's................................... 892 3 372 9 426 -- 67
Participants'................................ 1,227 12 542 24 634 7 96
------- ------ ------ ------ ------- ---- -------
2,119 15 914 33 1,060 7 163
------- ------ ------ ------ ------- ---- -------
Uninvested cash................................ -- -- -- -- -- -- --
------- ------ ------ ------ ------- ---- -------
Total additions............................ 25,549 117 5,325 114 9,697 105 1,961
------- ------ ------ ------ ------- ---- -------
Deductions from net assets attributed to:
Benefits paid.................................. 1,084 2 346 2 548 2 28
Administrative expenses........................ 24 1 7 -- 9 -- 1
------- ------ ------ ------ ------- ---- -------
Total deductions............................. 1,108 3 353 2 557 2 29
------- ------ ------ ------ ------- ---- -------
Net increase prior to transfers.................. 24,441 114 4,972 112 9,140 103 1,932
Net transfers.................................. (1,465) 1,118 271 1,069 (1,478) 841 (1,181)
------- ------ ------ ------ ------- ---- -------
Net increase..................................... 22,976 1,232 5,243 1,181 7,662 944 751
Net assets available for plan benefits:
Beginning of year.............................. -- -- -- -- -- -- --
------- ------ ------ ------ ------- ---- -------
End of year.................................... $22,976 $1,232 $5,243 $1,181 $ 7,662 $944 $ 751
------- ------ ------ ------ ------- ---- -------
------- ------ ------ ------ ------- ---- -------
FUND INFORMATION
----------------------------------------------------------------------------------
NON-
PARTICIPANT
DIRECTED
PARTICIPANT DIRECTED FUNDS FUNDS
-------------------------------------------------- ----------- -------
INTERMEDIATE MONEY EXECUTIVE PARTICIPANT TOTAL
BOND FUND MARKET FUND LIFE FUND LOAN FUND OTHER FUNDS
------------ ----------- --------- ----------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Transfers from prior plan...................... $7,384 $2,981 $509 $1,694 $ -- $42,912
------ ------ ---- ------ ---- -------
Investment income:
Net appreciation (depreciation) in fair value
of investments............................. (172) (18) -- (3) -- 7,541
Interest..................................... -- 186 -- 136 2 324
Dividends.................................... 438 -- -- -- -- 917
------ ------ ---- ------ ---- -------
266 168 -- 133 2 8,782
------ ------ ---- ------ ---- -------
Contributions:
Employer's................................... 323 143 -- -- 104 2,339
Participants'................................ 429 175 -- -- 132 3,278
------ ------ ---- ------ ---- -------
752 318 -- -- 236 5,617
------ ------ ---- ------ ---- -------
Uninvested cash................................ -- -- -- -- 92 92
------ ------ ---- ------ ---- -------
Total additions.............................. 8,402 3,467 509 1,827 330 57,403
------ ------ ---- ------ ---- -------
Deductions from net assets attributed to:
Benefits paid.................................. 659 193 21 95 -- 2,980
Administrative expenses........................ 8 3 -- -- -- 53
------ ------ ---- ------ ---- -------
Total deductions............................. 667 196 21 95 -- 3,033
------ ------ ---- ------ ---- -------
Net increase prior to transfers................. 7,735 3,271 488 1,732 330 54,370
Net transfers.................................. (519) 894 -- 466 -- 16
------ ------ ---- ------ ---- -------
Net increase..................................... 7,216 4,165 488 2,198 330 54,386
Net assets available for plan benefits:
Beginning of year.............................. -- -- -- -- -- --
------ ------ ---- ------ ---- -------
End of year.................................... $7,216 $4,165 $488 $2,198 $330 $54,386
------ ------ ---- ------ ---- -------
------ ------ ---- ------ ---- -------
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
4
<PAGE>
THE PROMUS HOTEL CORPORATION SAVINGS AND RETIREMENT PLAN A
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE 1--SUMMARY DESCRIPTION OF THE PLAN
The following description of The Promus Hotel Corporation Savings and
Retirement Plan A (the Plan) is provided for general information purposes only.
Reference should be made to the Plan Document for a more complete description of
the Plan's provisions.
PLAN INCEPTION
Prior to January 1, 1996, Promus Hotel Corporation (Promus or the Company)
was the plan sponsor of The Promus Hotel Corporation Savings and Retirement Plan
(the Predecessor Plan). Effective December 31, 1995, the Plan was created by
splitting the Predecessor Plan into three plans: The Promus Hotel Corporation
Savings and Retirement Plan A, The Promus Hotel Corporation Savings and
Retirement Plan B (Plan B), and The Promus Hotel Corporation Employee Stock
Ownership Plan (collectively referred to as the S&RPs). The participant accounts
of the Predecessor Plan were transferred in early 1996 at fair value to these
new plans.
THE PLAN
The Plan is a defined contribution plan which was established to allow
eligible employees of the Company or its designated affiliates to accumulate
capital for their retirement. Participants can contribute either pre-tax payroll
dollars (i.e., temporary deferral of federal and/or state income taxes) or
after-tax payroll dollars to the Plan, as provided for under Sections 401(k) and
401(m) of the Internal Revenue Code (IRC). The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
PLAN INVESTMENT FUNDS
By election of each participant, account balances (contributions, Promus
matching funds and accumulated earnings) can be invested in one or in a
combination of up to nine separate funds of the Plan in one percent increments
as follows:
I. Promus Stock Fund--invests in units of a pooled fund shared between
the S&RPs, which in turn owns the Company's common stock and certain money
market instruments. The Plan owns 1,778,343.092 units of the total
1,943,809.923 units owned by the S&RPs. The fund's return is based on the
change in market value of the Company's common stock, including any
dividends declared thereon;
II. Foreign Equity Fund--invests in the Templeton Foreign Fund comprised
primarily of stocks of companies outside the United States;
III. Aggressive Equity Fund--invests in the AIM Constellation Fund
comprised of stocks of small to medium sized companies with strong earnings
growth expectations;
5
<PAGE>
NOTE 1--SUMMARY DESCRIPTION OF THE PLAN (CONTINUED)
IV. Growth Fund--invests in the IDS New Dimensions Fund comprised
primarily of stocks of large and medium sized companies considered to be
growth oriented;
V. S & P 500 Index Fund--invests in the American Express Trust Equity
Index Fund II, which is comprised primarily of the same securities upon
which the S & P 500 Stock Index is based;
VI. Equity Income Fund--invests in the IDS Diversified Equity Income
Fund comprised of medium to large "blue-chip" companies, utility stocks,
value stocks and foreign issues;
VII. Long-Term Bond Fund--invests in the IDS Selective Fund comprised of
the four highest investment grades of marketable debt securities in order to
provide current income and preservation of capital;
VIII. Intermediate Bond Fund--invests in the Pacific Investment
Management Company (PIMCO) Total Return Fund comprised of fixed income
securities with varying maturities, designed to realize maximum return while
preserving capital;
IX. Money Market Fund--invests in the American Express Trust U.S.
Government Securities Fund II, a collective fund that invests in short-term
debt securities of the United States Government.
The Plan also includes two other special purpose funds as follows:
X. Executive Life Fund--segregates the assets and participants' equity
accounts related to the investment in Executive Life Insurance Company's
guaranteed investment contract. See Note 5-- Executive Life Investment for
further details;
XI. Participant Loan Fund--separately tracks loans to participants as
provided for under the Plan.
PLAN ADMINISTRATION
General administration of the Plan is the responsibility of the Company,
through its operating subsidiary Promus Hotels, Inc., which acts as the Plan
Administrator. The Trustees, who are appointed by the Company's Board of
Directors, perform the duties and exercise the authority set forth in the
Plan and the Promus Hotel Corporation Master Retirement Plan Trust Agreement.
The Company has delegated certain aspects of its authority for purposes of
day-to-day administration. Effective January 2, 1996, American Express Trust
Company (American Express) began administering the Plan. American Express
provides recordkeeping, accounting, daily trading and investment management
services. Additionally, American Express and IDS, an American Express
affiliate, manage five of the nine investment funds discussed above.
6
<PAGE>
NOTE 1--SUMMARY DESCRIPTION OF THE PLAN (CONTINUED)
EMPLOYEE ELIGIBILITY, VESTING AND TERMINATION
The Plan is available to all employees of Promus or its direct and indirect
subsidiaries with the exception of suitekeepers and room attendants (who are
covered under Plan B). Eligible employees may join the Plan on or after the
first entry date (January 1 or July 1) following completion of 12 months
during which they are credited with at least 1,000 hours of service.
Employees must also be at least 21 years of age to join the Plan. In accordance
with the November 13, 1996 Plan amendment, participants vest in Promus'
matching contributions after two calendar years of credited service as follows:
YEARS OF VESTED
CREDITED SERVICE PERCENTAGE
----------------- ----------
Less than two years........................... 0%
Two years or more............................. 100%
However, employees who were partially vested in the Predecessor Plan as of
this amendment date will remain partially vested until they obtain two years of
credited service. An employee's active participation in the Plan ceases upon
separation of service at which time the vested account balance can then either
be withdrawn or remain in the Plan according to the Plan Document.
PLAN EXPENSES
Administrative expenses charged by American Express are paid by the Plan.
Currently, at the Company's discretion, other administrative expenses are paid
by the Company.
PARTICIPANTS' CONTRIBUTIONS AND WITHDRAWALS
Participants may elect to make basic contributions ranging from two to six
percent of eligible earnings, as defined. If a non-highly compensated
participant makes basic pre-tax contributions of six percent of earnings to the
Plan, the participant may elect to make supplemental contributions of up to an
additional ten percent, of which eight percent qualifies as pre-tax
contributions. Highly compensated employees may contribute an additional ten
percent in after-tax contributions. Promus will match the first six percent of
all participants' contributions.
Participants' contributions, vested matching Promus contributions and
related income may be withdrawn by giving 30 days written notice subject to Plan
and Internal Revenue Service (IRS) rules. In-service withdrawals of pre-tax
contributions are subject to hardship rules if the withdrawal occurs before age
59 1/2. Withdrawal of basic after-tax and matching contributions will not
prohibit participants from making further contributions; however, if these
contributions or any other funds are withdrawn, Promus will not match subsequent
contributions for six months. Supplemental after-tax contributions and any
earnings thereon may be withdrawn without this penalty.
BENEFIT PAYMENTS
On termination of service, a participant may elect to receive his or her
vested account balance as either a lump-sum amount or as equal installments
over a term not to exceed fifteen years.
7
<PAGE>
NOTE 1--SUMMARY DESCRIPTION OF THE PLAN (CONTINUED)
ALLOCATION OF FORFEITURES AND PLAN NET INCOME
The Predecessor Plan provided for amounts attributed to non-vested Promus
matching contributions of terminated employees to be held in suspense for a
period of five years , and then to be forfeited, and to be reallocated to
remaining participants annually. The Plan was amended during 1996 to allow
for quarterly reallocation of such forfeitures.
The Predecessor Plan provided for the allocation of Plan net income (i.e.,
unrealized appreciation/ depreciation of investments, dividend and interest
income and realized gains or losses on the sale of investments, net of
administrative expenses) on a monthly basis. Effective January 2, 1996,
participants' accounts are valued daily based on the market value of the
participants' respective investment funds at the close of each trading day.
LOANS
Loans may be made to participants upon written application to the Plan
Administrator. All loans, other than those used to acquire or construct the
principal residence of a participant, shall be repaid within five years. The
minimum amount that may be borrowed is $500. Participants may have up to two
loans outstanding at any one time. The balance of loans outstanding under the
Plan to a participant may not exceed $50,000 (which is subject to reduction
if another loan is outstanding) or one-half of the vested balance of the
participant's account, whichever is less. Loans bear fixed interest at the
prime lending rate as published in the Wall Street Journal on the date each
loan is administered. At December 31, 1996, rates on outstanding loans ranged
from 7.5% to 9.5%. Principal and interest paid by a participant are credited
to the participant's account.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NOTE 2--VALUATION OF INVESTMENTS
Investments in securities and mutual funds are stated at fair value on the
last business day of the Plan year.
NOTE 3--INVESTMENTS
The fair value of individual investments that represent 5% or more of the
Plan's total net assets as of December 31, 1996 is as follows (in thousands):
Promus Hotel Corporation Pooled Stock Fund......................... $23,440
American Express Trust Equity Index Fund II........................ 7,830
PIMCO Total Return Fund............................................ 7,266
AIM Constellation Fund............................................. 5,352
American Express U.S. Government Securities Fund II................ 4,193
8
<PAGE>
NOTE 4--EXCESS CONTRIBUTIONS
Related to the Predecessor Plan, in March 1996 and December 1996, certain
highly compensated Plan participants received refunds of a portion of their 1995
contributions and attributable earnings totaling approximately $142,000 and
$119,000, respectively. In March 1997, certain highly compensated Plan
participants received refunds of a portion of their 1996 contributions and
attributable earnings totaling approximately $940,000, which has been
appropriately accrued in the accompanying financial statements. Such refunds
have been reflected as a reduction in net appreciation (depreciation) in fair
value of investments, employer's contributions and participants' contributions
in the statement of changes in net assets available for plan benefits, with fund
information.
All such refunds were paid in accordance with IRC Sections 401(k) and
401(m), as well as IRC Section 415, which require that certain nondiscriminatory
tests related to the overall composition of participants' contributions be met,
and that annual contributions not exceed 25% of the participants compensation,
as defined.
NOTE 5--EXECUTIVE LIFE INVESTMENT
The Company was formed as a result of a June 30, 1995 spin-off (the
Spin-Off) by The Promus Companies Incorporated (Parent, which was renamed
Harrah's Entertainment, Inc.). On May 1, 1991, the Parent's savings and
retirement plan (Parent Plan) was amended to provide that approximately $12.9
million attributable to a guaranteed investment contract issued by Executive
Life Insurance Company (Executive Life) and held in the Parent Plan's Income
Investment Fund would be frozen until such time as the contract is finally paid
out. The $12.9 million represented the book value of this contract as of
March 31, 1991. The action was taken by Parent due to the conservatorship
imposed on Executive Life by the State of California Insurance Commissioner.
Parent agreed to pay to the Parent Plan any deficiency between the $12.9
million and amounts finally paid under the contract. On September 3, 1993,
the California Department of Insurance closed on a rehabilitation transaction
with Aurora National Life Insurance Company (Aurora), whereby substantially
all Executive Life assets and restructured liabilities were transferred to
Aurora. On February 4, 1994, the Parent Plan elected to participate in the
ongoing rehabilitation plan offered by Aurora. This plan provides for
recovery of at least 77.7% of the $12.9 million book value of the Executive
Life contract.
Effective with the formation of the Plan, the Plan Administrator recorded a
receivable representing the remaining book value of participants' investments
in the Executive Life Fund. This receivable was approximately $488,000 at
December 31, 1996. The Company is liable to Plan participants for any
deficiency between the recorded receivable and amounts ultimately received
from Aurora. This receivable is supported by a guaranteed investment contract
that is maintained by the Parent Plan, which is due to mature in September
1998.
NOTE 6--PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
NOTE 7--TAX STATUS
The Plan is intended to satisfy the tax qualification requirements under
Section 401(a) of the IRC; therefore, the trust funds of the Plan are intended
to be exempt from federal income taxes under Section 501(a). A favorable
determination letter regarding the Plan's status, dated April 17, 1997, was
received from the IRS.
9
<PAGE>
EXHIBIT I
THE PROMUS HOTEL CORPORATION SAVINGS AND RETIREMENT PLAN A
LINE 27A-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADJUSTED CURRENT
IDENTITY OF ISSUER OR BORROWER DESCRIPTION OF INVESTMENT COST VALUE
- --------------------------------------------- --------------------------------------------- --------- ---------
<S> <C> <C> <C>
*Promus Hotel Corporation................... Pooled Stock Fund $18,968 $23,440
*American Express Trust Company............. Equity Index Fund II 6,578 7,830
*American Express Trust Company............. U.S. Govt. Securities Fund II 4,193 4,193
AIM Equity Funds, Inc........................ Constellation Fund 4,950 5,352
*IDS New Dimensions Fund, Inc............... New Dimensions Fund 1,164 1,203
*IDS Selective Fund, Inc.................... Selective Fund 787 763
*IDS Investment Series, Inc................. Diversified Equity Income Fund 952 963
Pacific Investment Management Company........ Total Return Fund 7,319 7,266
Franklin Templeton........................... Foreign Fund 1,204 1,247
*Promus Participants........................ Loans to participants, 7.5% to 9.5% 2,198 2,198
------- -------
Total investments........................ $48,313 $54,455
------- -------
------- -------
</TABLE>
- ------------------------
* Represents a Party-In-Interest.
10
<PAGE>
EXHIBIT II
THE PROMUS HOTEL CORPORATION SAVINGS AND RETIREMENT PLAN A
LINE 27D-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT NUMBER OF TRANSACTIONS)
<TABLE>
<CAPTION>
PURCHASES SALES
---------------------------- --------------
IDENTITY OF ISSUER OR DESCRIPTION OF NUMBER OF PURCHASE NUMBER OF
BORROWER INVESTMENT TRANSACTIONS PRICE TRANSACTIONS
- ------------------------- ------------------------- --------------- ----------- --------------
<S> <C> <C> <C> <C>
*Promus Hotel
Corporation............ Pooled Stock Fund 88 $7,500 105
*American Express Trust
Company................ Equity Index Fund II 92 9,804 82
*American Express Trust
Company................ U.S. Govt. Securities Fund II 176 5,562 73
AIM Equity Funds, Inc.... Constellation Fund 116 7,033 67
*IDS New Dimensions
Fund, Inc.............. New Dimensions Fund 70 1,380 12
*IDS Selective Fund,
Inc.................... Selective Fund 136 5,875 75
*IDS Investment Series,
Inc.................... Diversified Equity Income Fund 59 1,187 9
Pacific Investment
Management Company..... Total Return Fund 163 9,775 103
Franklin Templeton....... Foreign Fund 48 1,615 12
*Promus Participants..... Loans to participants 84 1,315 123
<CAPTION>
SALES
---------------------------------
IDENTITY OF ISSUER OR SELLING COST OF NET GAIN/
BORROWER PRICE ASSETS (LOSS)
- ------------------------- --------- --------- -----------
<S> <C> <C> <C>
*Promus Hotel
Corporation............ $4,954 $3,983 $ 971
*American Express Trust
Company................ 3,478 3,134 344
*American Express Trust
Company................ 1,251 1,251 --
AIM Equity Funds, Inc.... 2,251 2,081 170
*IDS New Dimensions
Fund, Inc.............. 216 215 1
*IDS Selective Fund,
Inc.................... 4,923 5,079 (156)
*IDS Investment Series,
Inc.................... 251 235 16
Pacific Investment
Management Company..... 2,070 2,149 (79)
Franklin Templeton....... 414 411 3
*Promus Participants.... 808 808 --
</TABLE>
- ------------------------
* Represents a Party-In-Interest.
11
<PAGE>
Signature
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
THE PROMUS HOTEL CORPORATION
SAVINGS AND RETIREMENT PLAN A
DATED: JUNE 26, 1997 By /s/ JEFFERY M. JARVIS
------------------------------
(Jeffery M. Jarvis, Authorized
Trustee of the Plan, Vice
President and Controller of
Promus Hotel Corporation)
12
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION SUBMISSION MEDIA
- ----------- ----------- ----------------
EX-23 Consent of Arthur Andersen Electronic
LLP, Independent Public
Accountants, dated June 24, 1997.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated June 10, 1997, included in this Form 11-K for the plan year
ended December 31, 1996, into Promus Hotel Corporation's previously filed
Registration Statement File No. 33-59997. It should be noted that we have not
audited any financial statements of the Plan subsequent to December 31, 1996
or performed any audit procedures subsequent to the date of our report.
/s/ ARTHUR ANDERSEN LLP
----------------------
ARTHUR ANDERSEN LLP
MEMPHIS, TENNESSEE,
June 24, 1997.
