-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sq4moH8BvG0m2rovjlr3VvkYhWzUA+d6s2L92vP6CPvote1jE/ZP4nBzUMSLA83T lW+FLpQdvwdz2Cowx5oPiQ== 0000912057-97-022060.txt : 19970630 0000912057-97-022060.hdr.sgml : 19970630 ACCESSION NUMBER: 0000912057-97-022060 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 SROS: PHLX FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROMUS HOTEL CORP CENTRAL INDEX KEY: 0000944647 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 621596939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11463 FILM NUMBER: 97630824 BUSINESS ADDRESS: STREET 1: 6800 POPLAR AVENUE STREET 2: STE 200 CITY: MEMPHIS STATE: TN ZIP: 38138 BUSINESS PHONE: 9013745103 MAIL ADDRESS: STREET 1: 6800 POPLAR AVENUE STREET 2: STE 200 CITY: MEMPHIS STATE: TN ZIP: 38138 11-K 1 FORM 11-K 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 B 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 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Trustees of The Promus Hotel Corporation Savings and Retirement Plan B: 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 B 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 B 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
THE PROMUS HOTEL CORPORATION SAVINGS AND RETIREMENT PLAN B STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION AS OF DECEMBER 31, 1996 (IN THOUSANDS) 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 ---------- ----------- ----------- ------ ---------- ----------- --------- ASSETS Investments at fair value: Pooled common stock................... $327 $-- $-- $-- $ -- $-- $-- Mutual funds.......................... -- -- 10 1 -- -- 24 Common/collective trust funds......... -- -- -- -- 112 -- -- Interest bearing cash................. -- -- -- -- -- -- -- Loans to participants................. -- -- -- -- -- -- -- ---- --- --- --- ----- --- ---- Total investments................... 327 -- 10 1 112 -- 24 ---- --- --- --- ----- --- ---- Receivables: Interest and dividends................ -- -- -- -- -- -- -- Employer's contributions.............. -- -- -- -- -- -- -- Participants' contributions........... -- -- -- -- -- -- -- Other................................. -- -- -- -- -- -- -- ---- --- --- --- ---- --- --- Total receivables................... -- -- -- -- -- -- -- ---- --- --- --- ---- --- --- Uninvested cash......................... -- -- -- -- -- -- -- ---- --- --- --- ---- --- --- Net assets available for plan benefits $327 $-- $10 $ 1 $112 $-- $24 ---- --- --- --- ---- --- --- ---- --- --- --- ---- --- --- FUND INFORMATION ------------------------------------------------------------------------ NON- PARTICIPANT DIRECTED PARTICIPANT DIRECTED FUNDS FUNDS ------------------------------------------------------ ----- ----- INTERMEDIATE MONEY EXECUTIVE PARTICIPANT TOTAL BOND FUND MARKET FUND LIFE FUND LOAN FUND OTHER FUNDS ------------ ----------- --------- ----------- ----- ----- ASSETS Investments at fair value: Pooled common stock..................... $ -- $ -- $-- $-- $-- $ 327 Mutual funds............................ 336 -- -- -- -- 371 Common/ collective trust funds.......... -- -- -- -- -- 112 Interest bearing cash................... -- 158 -- -- -- 158 Loans to participants................... -- -- -- 82 -- 82 ---- --- --- --- --- ------ Total investments..................... 336 158 -- 82 -- 1,050 ---- --- --- --- --- ------ Receivables: Interest and dividends.................. 2 1 -- -- -- 3 Employer's contributions................ -- -- -- -- 4 4 Participants' contributions............. -- -- -- -- 5 5 Other................................... -- -- 4 -- -- 4 ---- --- --- --- --- ------ Total receivables..................... 2 1 4 -- 9 16 ---- --- --- --- --- ------ Uninvested cash........................... -- -- -- -- 2 2 ---- --- --- --- --- ------ Net assets available for plan benefits.. $338 $159 $ 4 $82 $11 $1,068 ---- ---- --- --- --- ------ ---- ---- --- --- --- ------
The accompanying notes to financial statements are an integral part of this statement. 3
THE PROMUS HOTEL CORPORATION SAVINGS AND RETIREMENT PLAN B STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1996 (IN THOUSANDS) 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 ---------- ----------- ----------- ------ ---------- ----------- --------- Additions to net assets attributed to: Transfers from prior plan.............. $249 $-- $ 2 $-- $ 91 $-- $ 9 ---- --- --- --- ---- --- --- Investment income: Net appreciation (depreciation) in fair value of investments....... 80 -- 1 -- 21 -- -- Interest............................. -- -- -- -- -- -- -- Dividends............................ -- -- -- -- -- -- 1 ---- --- --- --- ---- --- --- 80 -- 1 -- 21 -- 1 ---- --- --- --- ---- --- --- Contributions: Employer's........................... 46 -- 4 -- 14 -- 3 Participants'........................ 51 -- 4 -- 16 -- 3 ---- --- --- --- ---- --- --- 97 -- 8 -- 30 -- 6 ---- --- --- --- ---- --- --- Uninvested cash........................ -- -- -- -- -- -- -- ---- --- --- --- ---- --- --- Total additions...................... 426 -- 11 -- 142 -- 16 ---- --- --- --- ---- --- --- Deductions from net assets attributed to: Benefits paid.......................... 63 -- 1 -- 16 -- 2 Administrative expenses................ 4 -- -- -- 1 -- -- ---- --- --- --- ---- --- --- Total deductions..................... 67 -- 1 -- 17 -- 2 ---- --- --- --- ---- --- --- Net increase prior to transfers.......... 359 -- 10 -- 125 -- 14 Net transfers.......................... (32) -- -- 1 (13) -- 10 ---- --- --- --- ---- --- --- Net increase............................. 327 -- 10 1 112 -- 24 Net assets available for plan benefits: Beginning of year...................... -- -- -- -- -- -- -- ---- --- --- --- ---- --- --- End of year............................ $327 $-- $10 $ 1 $112 $-- $24 ---- --- --- --- ---- --- --- ---- --- --- --- ---- --- --- FUND INFORMATION ------------------------------------------------------------------------- NON- PARTICIPANT DIRECTED PARTICIPANT DIRECTED FUNDS FUNDS ------------------------------------------------------ ----- ----- INTERMEDIATE MONEY EXECUTIVE PARTICIPANT TOTAL BOND FUND MARKET FUND LIFE FUND LOAN FUND OTHER FUNDS ------------ ----------- --------- ----------- ----- ----- Additions to net assets attributed to: Transfers from prior plan.............. $304 $117 $ 4 $45 $ -- $ 821 ---- ---- --- --- ---- ------ Investment income: Net appreciation (depreciation) in fair value of investments............... (2) 1 -- -- -- 101 Interest............................. -- 6 -- 4 -- 10 Dividends............................ 15 -- -- -- -- 16 ---- ---- --- --- ---- ------ 13 7 -- 4 -- 127 ---- ---- --- --- ---- ------ Contributions Employer's .......................... 37 25 -- -- 4 133 Participants'........................ 44 27 -- -- 5 150 ---- ---- --- --- ---- ------ 81 52 -- -- 9 283 ---- ---- --- --- ---- ------ Uninvested cash........................ -- -- -- -- 2 2 ---- ---- --- --- ---- ------ Total additions...................... 398 176 4 49 11 1,233 ---- ---- --- --- ---- ------ Deductions from net assets attributed to: Benefits paid.......................... 28 14 -- 11 -- 135 Administrative expenses................ 3 2 -- -- -- 10 ---- ---- --- --- ---- ------ Total deductions..................... 31 16 -- 11 -- 145 ---- ---- --- --- ---- ------ Net increase prior to transfers.......... 367 160 4 38 11 1,088 Net transfers.......................... (29) (1) -- 44 -- (20) ---- ---- --- --- ---- ------ Net increase............................. 338 159 4 82 11 1,068 Net assets available for plan benefits: Beginning of year...................... -- -- -- -- -- -- ---- ---- --- --- ---- ------ End of year............................ $338 $159 $ 4 $82 $ 11 $1,068 ---- ---- --- --- ---- ------ ---- ---- --- --- ---- ------
The accompanying notes to financial statements are an integral part of this statement. 4 THE PROMUS HOTEL CORPORATION SAVINGS AND RETIREMENT PLAN B 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 B (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 (Plan A), The Promus Hotel Corporation Savings and Retirement 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 24,787.586 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 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 4-- 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 Director's, 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 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 who serve as suitekeepers and room attendants (other employees are covered under Plan A). 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 equal installments over a term not to exceed fifteen years. 7 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): PIMCO Total Return Fund...................................... $336 Promus Hotel Corporation Pooled Stock Fund................... 327 American Express U.S. Govt. Securities Fund II............... 158 American Express Trust Equity Index Fund II.................. 112 Participant Promissory Notes................................. 82 8 NOTE 4--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. The Company is liable to Plan participants for any deficiency between the receivable recorded 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 5--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 6--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
EXHIBIT I THE PROMUS HOTEL CORPORATION SAVINGS AND RETIREMENT PLAN B LINE 27A-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1996 (IN THOUSANDS) Adjusted Current Identity of Issuer or Borrower Description of Investment Cost Value - ---------------------------------------------- ---------------------------------------------- ----------- ----------- *Promus Hotel Corporation Pooled Stock Fund $ 294 $ 327 *American Express Trust Company Equity Index Fund II 97 112 *American Express Trust Company U.S. Govt. Securities Fund II 158 158 AIM Equity Funds, Inc. Constellation Fund 10 10 *IDS New Dimensions Fund, Inc. New Dimensions Fund 1 1 *IDS Selective Fund, Inc. Selective Fund 25 24 Pacific Investment Management Company Total Return Fund 335 336 *Promus Participants Loans to participants, 7.5% to 9.5% 82 82 ------ ------ Total investments $1,002 $1,050 ------ ------ ------ ------
- ------------------------ * Represents a Party-In-Interest. 10
EXHIBIT II THE PROMUS HOTEL CORPORATION SAVINGS AND RETIREMENT PLAN B LINE 27D-SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 (IN THOUSANDS, EXCEPT NUMBER OF TRANSACTIONS) Purchases Sales ---------------------- ----------------------------------------- Identity of Issuer or Description of Number of Purchase Number of Selling Cost of Net Gain/ Borrower Investment Transactions Price Transactions Price Assets (Loss) - -------------------------- -------------------------- ------------ -------- ------------ ------- ------- -------- *Promus Hotel Corporation Pooled Stock Fund 53 $102 47 $101 $93 $ 8 *American Express Trust Company Equity Index Fund II 53 31 38 31 30 1 *American Express Trust U.S. Govt. Securities Fund Company II 94 78 34 38 38 -- AIM Equity Funds, Inc. Constellation Fund 55 8 13 1 1 -- *IDS New Dimensions Fund, Inc. New Dimensions Fund 12 1 -- -- -- -- *IDS Selective Fund, Inc. Selective Fund 71 20 13 4 4 -- *IDS Investment Series, Diversified Equity Income Inc. Fund 7 -- -- -- -- -- Pacific Investment Management Company Total Return Fund 84 106 47 71 72 (1) *Promus Participants Loans to participants 37 88 63 49 49 --
- ------------------------ * Represents a Party-In-Interest. 11 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 B 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 EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION SUBMISSION MEDIA - ----------- ----------- ---------------- EX-23 Consent of Arthur Andersen Electronic LLP, Independent Public Accountants, dated June 24, 1997. EX-23 2 CONSENT (ARTHUR ANDERSEN LLP) 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. -----END PRIVACY-ENHANCED MESSAGE-----