<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 1999
REGISTRATION NO. 333-14023
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
PROMUS OPERATING
COMPANY, INC.
(FORMERLY NAMED PROMUS HOTEL CORPORATION)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 62-1596939
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
755 CROSSOVER LANE
MEMPHIS, TENNESSEE 38117-4900
(901) 374-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------------------
PROMUS HOTELS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 62-1602678
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
755 CROSSOVER LANE
MEMPHIS, TENNESSEE 38117-4900
(901) 374-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
PETER H. KESSER, ESQ.
VICE PRESIDENT
PROMUS OPERATING COMPANY, INC.
755 CROSSOVER LANE
MEMPHIS, TENNESSEE 38117-4900
(901) 374-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
------------------------------
IT IS RESPECTFULLY REQUESTED THAT THE COMMISSION SEND COPIES OF ALL NOTICES,
ORDERS AND COMMUNICATIONS TO:
JOHN M. NEWELL, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CA 90071-2007
(213) 485-1234
------------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
================================================================================
<PAGE> 2
PROMUS OPERATING COMPANY, INC.
PROMUS HOTELS, INC.
DEREGISTRATION OF UNSOLD DEBT SECURITIES
Promus Operating Company, Inc. (formerly named Promus Hotel
Corporation), a Delaware corporation ("POC"), and Promus Hotels, Inc., a
Delaware corporation ("PHI"), currently have on file with the Securities and
Exchange Commission a registration statement on Form S-3 (File No. 333-14023),
declared effective October 22, 1996 (the "Registration Statement"), registering
for offer and sale certain debt securities consisting of debentures, notes or
other evidence of indebtedness (the "Debt Securities") of PHI. POC and PHI
hereby deregister the Debt Securities unsold under the Registration Statement.
1
<PAGE> 3
PROMUS OPERATING COMPANY, INC. SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Promus
Operating Company, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Memphis,
Tennessee, on February 2, 1999.
PROMUS OPERATING COMPANY, INC.
By: /s/ Peter H. Kesser
---------------------------
Peter H. Kesser
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed below
by the following persons on the dates and in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Norman P. Blake, Jr. Chairman of the Board, February 2, 1999
- ------------------------------- President and Chief
Norman P. Blake, Jr. Executive Officer
/s/ Thomas L. Keltner Director, Executive Vice February 2, 1999
- ------------------------------- President and Chief
Thomas L. Keltner Development Officer
/s/ Dan L. Hale Executive Vice President February 2, 1999
- ------------------------------- and Chief Financial Officer
Dan L. Hale
/s/ Richard L. Trueblood Senior Vice President and February 2, 1999
- ------------------------------- Controller
Richard L. Trueblood
</TABLE>
S-1
<PAGE> 4
PROMUS HOTELS, INC. SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Promus
Hotels, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Memphis,
Tennessee, on February 2, 1999.
PROMUS HOTELS, INC.
By: /s/ Peter H. Kesser
---------------------------
Peter H. Kesser
Vice President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to Registration Statement has been signed below by the following
persons on the dates and in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Norman P. Blake, Jr. Chairman of the Board, February 2, 1999
- ------------------------------- President and Chief
Norman P. Blake, Jr. Executive Officer
/s/ Thomas L. Keltner Director, Executive Vice February 2, 1999
- ------------------------------- President and Chief
Thomas L. Keltner Development Officer
/s/ Dan L. Hale Executive Vice President February 2, 1999
- ------------------------------- and Chief Financial Officer
Dan L. Hale
/s/ Richard L. Trueblood Senior Vice President and February 2, 1999
- ------------------------------- Controller
Richard L. Trueblood
</TABLE>
S-2
