-----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, Nf4l0PnuMrhoEAo0mGlTYXjSR/EnirEp415ekCBnRGRWMjHTJyKRoyJm6qEpVaF9 edI/GYVFBNkOEO4P5vObAQ== 0000928585-95-000023.txt : 19960102 0000928585-95-000023.hdr.sgml : 19960102 ACCESSION NUMBER: 0000928585-95-000023 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951229 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROMUS HOTEL CORP CENTRAL INDEX KEY: 0000944647 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 621596939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11463 FILM NUMBER: 95605969 BUSINESS ADDRESS: STREET 1: 6800 POPLAR AVENUE STREET 2: STE 200 CITY: MEMPHIS STATE: TN ZIP: 38138 MAIL ADDRESS: STREET 1: 6800 POPLAR AVENUE STREET 2: STE 200 CITY: MEMPHIS STATE: TN ZIP: 38138 10-Q/A 1 QUARTERLY FILING, AMENDMENT NO.1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . Commission File No. 1-11463 PROMUS HOTEL CORPORATION (Exact name of registrant as specified in its charter) Delaware I.R.S. No. 62-1596939 (State of Incorporation) (I.R.S. Employer Identification No.) 850 Ridge Lake Blvd., Suite 400 Memphis, Tennessee 38120 (Address of principal executive offices) (901) 680-7200 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- At September 30, 1995, there were outstanding 51,373,688 shares of the Company's Common Stock. Page 1 of 3 Item 6. EXHIBTITS AND REPORTS ON FORM 8-K (a) Exhibits. This Amendment is being filed to change the references for the Exhibits and Financial Data Schedule on the Company's Form 10-Q Edgar filing from EX-1, EX-2 and EX-3 to EX-10.23, EX-10.27 and EX-27 respectively. Page 2 of 3 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 thereunto duly authorized. PROMUS HOTEL CORPORATION December 28, 1995 By: /s/ JEFFERY M. JARVIS --------------------------- Jeffery M. Jarvis Vice President and Controller (Chief Accounting Officer) Page 3 of 3 EX-10 2 EXHIBIT 10.23 EXHIBIT 10.23 EMPLOYMENT AGREEMENT THIS AGREEMENT, made as of the 1st day of July, 1995, between Promus Hotel Corporation, a Delaware corporation with its executive offices at 850 Ridge Lake Boulevard, Memphis, Tennessee (the "Company"), and Raymond E. Schultz (the "Executive"). The Company and the Executive agree as follows: 1. Introductory Statement. The Company desires to secure the services of the Executive as Chief Executive Officer, and the Executive is willing to execute this Agreement with respect to his employment. This Agreement is effective on July 1, 1995, and shall expire on December 31, 1999 ("the Termination Date"), subject to the terms and conditions herein. 2. Agreement of Employment. The Company agrees to, and hereby does, employ the Executive, and the Executive agrees to, and hereby does accept, employment by the Company, in a full-time capacity as Chief Executive Officer, pursuant to the provisions of this Agreement and of the bylaws of the Company and subject to the control of the Board of Directors. It is understood that the Executive's position as Chief Executive Officer is subject to his yearly re-election as Chief Executive Officer by the Board. See paragraph 6 herein for Executive's rights if such re-election does not occur during the term of this Agreement. 3. Executive's Obligations. During the period of his service under this Agreement, the Executive shall devote substantially all of his time and energies during business hours to the supervision and conduct, faithfully and to the best of his ability, of the business and affairs of the Company and to the furtherance of its interests, and to such other duties as directed by the Board. 4. Compensation. The Company shall pay to Executive a salary at the rate of $310,000 per year, in equal bi-weekly installments, provided, however, that the Human Resources Committee of the Board (the "HRC") shall in good faith review the salary of the Executive, on an annual basis, with a view to consideration of appropriate merit increases in such salary. In addition, except as otherwise provided in this Agreement, during the term of this Agreement the Executive shall be entitled to participate in incentive compensation programs and to receive employee benefits and perquisites at least as favorable to the Executive as those presently provided to Executive by the Company, and as may be enhanced for all senior officers. Such benefits include, but are not limited to, the rabbi trust (provided pursuant to the escrow agreement dated June 30, 1995 as amended (the "Escrow Agreement")) and his Severance Agreement dated June 30, 1995, a copy of which is attached hereto as Exhibit A (the "Severance Agreement") both of which will continue in force subject to their terms and conditions including the termination and amendment provisions thereof. There will be no diminution of the above compensation, perquisites, or benefits except as provided in this Agreement. The Executive will use the Company's aircraft for security purposes for himself and his family (with standard charges for non-employee family members and for non-Company business usage). The Company will also provide Executive with appropriate security arrangements at his residence. If the Executive dies or resigns pursuant to this Agreement or pursuant to any other agreement between the Company and the Executive providing for such resignation during the period of this Agreement, service for any part of the month in which any such event occurs shall be considered service for the entire month. 5. Termination From Employment on December 31, 1999 5.1 Except as otherwise provided in this Agreement, the date of Executive's termination from employment shall be December 31, 1999 ("the Termination Date"). 5.2 After the date of Executive's termination from employment at any time (including termination or resignation prior to the Termination Date, if that should occur), he will be entitled to participate at the Company's expense for his lifetime in the Company's group health insurance plans applicable to corporate executives including family coverage as applicable (medical, dental and vision coverage). It is understood that the Executive will be subject to income tax on the cost of the benefits provided to him after his termination. His group health insurance benefits after any termination of employment will not be less than those offered to corporate officers of the Company, and he will be entitled to any later enhancements in such benefits. His benefits will be the same as normally provided to other retired management directors pursuant to the policy adopted by the HRC on May 26, 1995, including term life insurance of $50,000 (except to the extent he voluntarily elects not to participate in any plan). 5.3 After the date of Executive's termination from employment, his EDCP account and any other deferred compensation balances will continue to be protected by the Escrow Agreement if it is then in force subject to the terms and conditions of the Escrow Agreement including its termination and amendment provisions. 6. Termination Without Cause or Resignation for Good Reason 6.1 The Board reserves the right to terminate Executive from his then current position without cause at any time upon at least three months prior written notice. The failure of the Board to elect Executive as Chief Executive Officer during the annual election of officers shall also be deemed termination without cause for purposes of this Agreement unless, before the election, the Board has sent the written notice initiating termination for Cause as provided in paragraph 11.1, and Executive is thereafter terminated for Cause. Executive reserves the right to resign his position for Good Reason (as defined in paragraph 11.2 herein) by giving the Company 30 days written notice which states the reason for his resignation. For purposes of this Agreement, Good Reason does not include changes that are expressly permitted by this Agreement. 6.2 Upon Executive's termination without cause or resignation from his position with Good Reason as described in paragraph 6.1 above: (a) Executive will continue in employee status as a consultant-employee for two years beginning on the date of such termination without cause or resignation with Good Reason (the "Transition Period"). His stock options and any restricted stock will continue in force for vesting purposes during the Transition Period. Any unvested stock options and unvested shares of restricted stock that do not vest during the Transition Period will be forfeited. (b) Executive will become vested at the retirement rate under the Executive Deferred Compensation Plan ("EDCP") on the date of such termination without cause or resignation with Good Reason. (c) Executive will continue to receive his then-current salary rate and the right to participate in the Company's benefit plans during the Transition Period but he will no longer be eligible for bonus, stock option or restricted stock grants or any other long term incentive awards then in effect. (d) After the expiration of the Transition Period, Executive will be entitled to the lifetime group insurance benefits described in paragraph 5.2. 7. Termination For Cause or Resignation Without Good Reason 7.1 The Board will have the right to terminate Executive at any time from his then-current position for Cause (as defined in paragraph 11.1 herein). 7.2 If Executive is terminated for Cause or if he resigns his position without Good Reason (including if he retires without Good Reason, except as otherwise provided in Paragraph 7.3 below), then (a) all of his rights and benefits under this Agreement shall thereupon terminate and his employment shall be deemed terminated on the date of such termination or resignation, (b) he shall be entitled to all accrued rights, payments and benefits vested or paid on or before such date under the Company's plans and programs, but unvested stock options and unvested shares of restricted stock, if any, will be forfeited, (c) his right to exercise vested stock options will expire at 12:00 p.m. midnight on the date of such termination or resignation and all stock options not so exercised will be forfeited, (d) his indemnification agreement will continue in force, (e) the Escrow Agreement, if then in force, will continue in force, unless such agreement is thereafter amended or terminated pursuant to its terms, (f) he will be entitled to the lifetime group insurance benefits described in paragraph 5.2 above except that any future amendments to such benefits shall apply to him in the same manner as such amendments apply to other employees and (g) his Severance Agreement and all rights thereunder will terminate as of such termination or resignation date unless a Change in Control or Potential Change in Control (as such terms are defined in the Severance Agreement) has occurred prior to such termination or resignation date. If Executive's Severance Agreement is in force upon a Change in Control (as defined in the Severance Agreement), the provisions of this paragraph 7.2 will not be applicable if he resigns (with or without Good Reason) within two (2) years after the Change in Control, and in the event of such resignation after a Change in Control he will be entitled to the payments, rights and benefits as provided in paragraph 10 below. 7.3 If Executive retires anytime after June 30, 1997, and prior to the Termination Date, any stock options and shares of restricted stock scheduled to vest during the two years after the date of retirement shall vest immediately on the date of retirement. If Executive retires after the Termination Date, all unvested stock options and shares of restricted stock shall vest immediately on the date of retirement. Except as provided in this paragraph, all other provisions of Paragraph 7.2 shall apply if Executive retires without Good Reason. This provision shall survive the termination of the agreement, but shall not apply if Executive could, at the time of retirement, be discharged for Cause. 8. Death In the event of Executive's death prior to the Termination Date, during his employment under this Agreement, his salary and all rights and benefits under this Agreement will terminate, and his estate and beneficiary(ies) will receive the benefits they are entitled to under the terms of the Company's benefit plans and programs by reason of a participant's death during active employment including the death benefits provided by the EDCP and the applicable rights and benefits under the Company's stock plans. The Escrow Agreement if then in force will continue in force (subject to its amendment or termination in accordance with its terms) for the benefit of Executive's beneficiaries until his deferred compensation accounts are paid in full, and Executive's indemnification agreement will continue in force for the benefit of his estate. 9. Disability In the event of Executive's disability prior to the Termination Date, during his employment, he will be entitled to apply at his option for the Company's long term disability benefits. If he is accepted for such benefits, then the terms and provisions of the Company's benefit plans and programs (including the EDCP and the Company's Stock Option and Restricted Stock Plans) that are applicable in the event of such disability of an employee shall apply in lieu of the salary and benefits under this Agreement, except that (a) the Escrow Agreement (if then in force) and his indemnification agreement will continue in force (the Escrow Agreement will be subject to amendment or termination in accordance with its terms), and (b) he will be entitled to the lifetime group insurance benefits described in paragraph 5.2. If Executive is disabled so that he cannot perform his duties (as determined by the HRC), and if he does not apply for long term disability benefits or is not accepted for such benefits, then the Board may terminate his duties under this Agreement and, in such event, he will receive two years salary continuation together with all other benefits, and during such period of salary continuation any stock options and restricted stock grants then in existence will continue in force for vesting purposes. However, during such period of salary continuation for disability, Executive will not be eligible to participate in the annual bonus plan nor will he be eligible to receive stock option or restricted stock grants or any other long term incentive awards except to the extent approved by the HRC. 10. Change in Control If a Change in Control as defined in Executive's Severance Agreement occurs prior to Executive's termination of employment and if the Severance Agreement is in force when the Change in Control occurs, then, upon his termination or voluntary or involuntary resignation within two years after the Change in Control (including termination on December 31, 1999 due to expiration of this Agreement), except if his termination of employment is for "Cause," "Disability" or "Retirement" as set forth in the Severance Agreement, he will be entitled to all the rights, payments and benefits provided under his Severance Agreement including the benefits that the Severance Agreement provides with respect to the benefit plans and programs of the Company resulting from his termination or voluntary resignation, in lieu of the rights and benefits that would otherwise apply under this Agreement by virtue of his termination or resignation, provided that (a) the Escrow Agreement (if then in force) and his indemnification agreement will continue in force (the Escrow Agreement will be subject to amendment or termination in accordance with its terms) and (b) he will be entitled to the lifetime group insurance benefits described in paragraph 5.2. 11. Definitions of Cause and Good Reason. 11.1 Cause. Termination by the Company of this Agreement for "Cause" shall mean termination upon the Executive's engaging in willful and continued misconduct, or the Executive's willful and continued failure to substantially perform his duties with the Company (other than due to physical or mental illness), if such failure or misconduct is materially damaging or materially detrimental to the business and operations of the Company; provided that Executive shall have received written notice of such failure or misconduct and shall have continued to engage in such failure or misconduct after 30 days following receipt of such notice from the Board, which notice specifically identifies the manner in which the Board believes that Executive has engaged in such failure or misconduct. For purposes of this Paragraph, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purposes (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of failure to substantially perform his duties or of misconduct in accordance with the first sentence of this paragraph, and of continuing such failure to substantially perform his duties or misconduct as aforesaid after notice from the Board, and specifying the particulars thereof in detail. 11.2 Good Reason. "Good Reason" shall mean, without Executive's express written consent, the occurrence of any of the following circumstances unless, in the case of paragraphs (a), (e), (f) or (g), such circumstances are fully corrected prior to the date of termination specified in the written notice given by Executive notifying the Company of his resignation for Good Reason: (a) The assignment to Executive of any duties inconsistent with his status as Chief Executive Officer of the Company or a substantial adverse alteration in the nature or status of his responsibilities; (b) A reduction by the Company in his annual base salary of $310,000 or as the same may be increased from time to time pursuant to paragraph 4 hereof; (c) The relocation of the Company's principal executive offices where Executive is working to a location more than 50 miles from the location of such offices on the date of this Agreement, or the Company's requiring Executive to be based anywhere other than the location of the Company's principal offices where Executive is working on the date of this Agreement except for required travel on the Company's business to an extent substantially consistent with Executive's present business travel obligations; (d) The failure by the Company, without Executive's consent, to pay to him any portion of his current compensation except pursuant to a compensation deferral elected by the Executive, or to pay to Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company within thirty days of the date such compensation is due; (e) Except as permitted by this Agreement, the failure by the Company to continue in effect any compensation plan in which Executive is participating on the date of this Agreement which is material to Executive's total compensation, including, but not limited to, the Company's annual bonus plan, the EDCP (which may be modified or terminated as to further deferrals after 1995), the Restricted Stock Plan, or the Stock Option Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of Executive's participation relative to other participants at Executive's grade level; (f) The failure by the Company to continue to provide Executive with benefits substantially similar to those enjoyed by him under the S&RP, except as required by law, and the life insurance, medical, health and accident, and disability plans in which Executive is participating on the date of this Agreement, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive on the date of this Agreement except as permitted by this Agreement, or the failure by the Company to provide Executive with the number of paid vacation days to which Executive is entitled; or (g) The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 14 hereof. Executive's right to terminate his employment pursuant to this Agreement for Good Reason shall not be affected by Executive's incapacity due to physical or mental illness. Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. 12. Non-Competition Agreement. 12.1 For a period of two years after Executive's full-time, active employment (which period, for purposes of this paragraph 12.1, shall not include employee status as a consultant-employee in paragraph 6.2(a)) with the Company (or with a direct or indirect subsidiary of the Company) ends, he will not, directly or indirectly, solicit or recruit any employee of the Company or of any of its direct or indirect subsidiaries, and he will not engage (as an employee, consultant, director, investor, contractor, or otherwise) directly or indirectly in any business in the United States, Canada or Mexico that is competitive with any business that the Company or its direct or indirect subsidiaries are engaged (as owner, manager, consultant, licensor, partner, or otherwise) in at the time such employment ends except with the prior specific approval of the Board. 12.2 If Executive breaches any of the above covenants in 12.1, then the Board may terminate any of his rights under this Agreement upon thirty days written notice whereupon all of the Company's obligations under this Agreement shall terminate (including, without limitation, the right to lifetime group insurance) without further obligation to him except for obligations that have been paid, accrued or are vested as of or prior to such termination date. In addition the Company shall be entitled to enforce any such covenants including obtaining monetary damages, specific performance and injunctive relief. 13. Binding Arbitration. Any and all claims, disputes or controversies arising out of or related to this Agreement or the breach thereof shall be resolved by arbitration in accordance with the rules of the American Arbitration Association (the "AAA") then in existence, subject to this paragraph 13. Such arbitration shall be conducted by a panel of three arbitrators. The Executive shall appoint one arbitrator, the Company shall appoint one arbitrator, and the third shall be appointed by the two arbitrators appointed by the parties. The third arbitrator shall serve as chairman of the panel. The parties shall appoint their arbitrators within 30 days after the demand for arbitration is served, failing which the AAA promptly shall appoint a defaulting party's arbitrator, and the two arbitrators shall select the third arbitrator within 15 days after their appointment, or if they cannot agree or fail to so appoint, then the AAA promptly shall appoint the third arbitrator. The arbitrators shall render their decision in writing within 60 days after the close of evidence or other termination of the proceedings by the panel. The determination or award rendered in such arbitration shall be binding and conclusive upon the parties and shall not be appealable, and judgment may be entered thereon in accordance with applicable law in any court of competent jurisdiction. Any hearings in the arbitration shall be held in Memphis, Tennessee, and shall be private and not open to the public. Each party shall bear the fees and expenses of its arbitrator, counsel and witnesses, and the fees and expenses of the third arbitrator shall be shared equally by the parties. Other costs of the arbitration, including the fees of AAA, shall be shared equally by the parties. 14. Assumption of Agreement on Merger, Consolidation or Sale of Assets. The Company agrees that until the termination of this Agreement as above provided, it will not enter into any merger or consolidation with another company in which the Company is not the surviving company, or sell or dispose of all or substantially all of its assets, unless the company which is to survive such merger or consolidation or the prospective purchaser of such assets first makes a written agreement with the Executive either (1) assuming the Company's financial obligations to the Executive under this Agreement, or (2) making such other provision for the Executive as is satisfactory to the Executive and approved by him in writing in lieu of assuming the Company's financial obligations to him under this Agreement. 15. Assurances on Liquidation. The Company agrees that until the termination of this Agreement as above provided, it will not voluntarily liquidate or dissolve without first making a full settlement or, at the discretion of the Executive, a written agreement with the Executive satisfactory to and approved by him in writing, in fulfillment of or in lieu of its obligations to him under this Agreement. 16. Amendments. This Agreement may not be amended or modified orally, and no provision hereof may be waived, except in a writing signed by the parties hereto. 17. Assignment. 17.1 Except as otherwise provided in paragraph 17.2, this Agreement cannot be assigned by either party hereto except with the written consent of the other. Any assignment of this Agreement by either party hereto shall not relieve such party of its or his obligations hereunder. 17.2 The Company may elect to perform any or all of its obligations under this Agreement through its wholly-owned subsidiary, Promus Hotels, Inc., or another subsidiary, and if the Company so elects, Executive will be an employee of Promus Hotels, Inc., or such other subsidiary. Notwithstanding any such election, the Company's obligations to Executive under this Agreement will continue in full force and effect as obligations of the Company, and the Company shall retain primary liability for their performance. 18. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the personal representatives and successors in interest of the Company. 19. Choice of Law. This Agreement shall be governed by the law of the State of Tennessee as to all matters, including but not limited to matters of validity, construction, effect and performance. 20. Severability of Provisions. In case any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, and this Agreement shall be interpreted as if such invalid, illegal or unenforceable provision was not contained herein. IN WITNESS WHEREOF, the Executive has hereunto set his hand and the Company has caused this Agreement to be executed in its name and on its behalf and its corporate seal to be hereunto affixed and attested by its corporate officers thereunto duly authorized. /s/ Raymond E. Schultz Raymond E. Schultz (Corporate Seal) PROMUS HOTEL CORPORATION By: ATTEST: Secretary Summary of Employment Agreement of Raymond E. Schultz 1. Term: Four and one-half (4 1/2) years from July 1, 1995 to December 31, 1999. 2. Duties: Chief Executive Officer, or as otherwise determined by the Board. 3. Compensation and Benefits: He receives an annual salary of $310,000, plus merit increases as determined by the Human Resource Committee, incentive compensation, and benefits including use of company aircraft for business, family and personal use and appropriate security arrangements. Following any termination of employment, he will receive lifetime health and life insurance benefits at Company expense as provided to retired management directors. 4. Termination without Cause or Resignation For Good Reason: The Board can terminate him without cause, or he can resign for "Good Reason." If either occurs, he will receive two years salary continuation as a employee-consultant plus benefits (except for new stock grants and annual bonus). His unvested stock options and restricted stock continue in force for vesting purposes during the two year period, and any that do not vest during that period will be forfeited. His EDCP will vest at the retirement rate on the date of termination of active employment. Note: "Good Reason" includes such events as an adverse change in his duties, salary reduction, decreased benefits, or a relocation of his office by more than 50 miles. 5. Termination for Cause; Resignation Without Good Reason; Retirement: The Board can terminate him for "Cause." If so, or if he resigns without Good Reason, any unvested options and restricted stock are forfeited. However, if he retires after June 30, 1997 but before December 31, 1999, any stock options and restricted stock scheduled to vest during the next two years vest immediately; if he retires after December 31, 1999, all unvested options and shares of restricted stock vest immediately. He can exercise vested stock options up to 12:00 p.m. on the termination date. Benefits cease except for lifetime health insurance. 6. Expiration of Agreement: Upon expiration of the agreement, all salary and benefits will cease (except for lifetime health insurance). 7. Change in Control: If he resigns or is terminated (except due to death, disability or retirement) within two years after a change in control, he receives benefits under his severance agreement in lieu of salary continuation or other rights under his employment agreement. 8. Death: Upon his death, the employment agreement terminates, and his beneficiary/estate will receive the benefits normally provided to the beneficiaries of a deceased employee. 9. Disability: Upon disability, he can apply for standard long-term disability benefits. If he does not apply or does not qualify, and if the Human Resources Committee nevertheless determines he is unable to perform his job, the Board can terminate his agreement. If this occurs, he will receive two years salary continuation and all benefits (except for new stock grants and annual bonus), and his unvested options and restricted stock will continue in force for vesting purposes during the salary continuation period. He will receive lifetime insurance benefits. If he does qualify for long-term disability, then the terms of the applicable plans and programs will apply in lieu of salary and benefits under this agreement. 10. Escrow Agreement (Rabbi Trust) and Indemnification Agreement: If his employment terminates for any reason, his indemnification agreement will continue in effect, and the Escrow Agreement will continue in effect subject to amendment or termination under its own terms. 11. Covenant Not to Compete: For two years after his termination of employment status or consultancy, he agrees not to engage directly or indirectly in any business in the U.S., Mexico, or Canada that is competitive with any business of the Company and not to solicit or recruit Promus Hotel employees without prior specific Board approval. 12. Arbitration: All disputes under the agreement are to be settled by binding arbitration with each party bearing its own cost and expenses. 13. Merger/Liquidation: The Company cannot liquidate or merge into another company unless the new company assumes the financial obligation of the employment agreement or unless a settlement agreement is entered into that is satisfactory to him. 14. Employment by Subsidiary: He may legally be an employee of Promus Hotels, Inc., or another Promus Hotel Corporation subsidiary, but Promus Hotel Corporation will remain primarily obligated for the obligations under this agreement. EX-10 3 EXHIBIT 10.27 EXHIBIT 10.27 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (the "Agreement") is made and entered as of this 17th day of October, 1995, by and among PROMUS HOTELS, INC. ("Promus"), a Delaware corporation, FELCOR SUITE HOTELS, INC. (the "Company"), a Maryland corporation, and FELCOR SUITES LIMITED PARTNERSHIP (the "Partnership"), a Delaware limited partnership. RECITALS A. Promus owns, operates and franchises hotels under the trademark and service mark Embassy Suites ("Embassy Suites hotels"). B. The Company owns an approximate 82.8% general partner interest in the Partnership, which currently owns interests in thirteen Embassy Suites hotels, all of which hotels are leased by the Partnership to DJONT Operations, L.L.C. (the "Lessee"). C. All of the Embassy Suites hotels currently owned by the Partnership are operated by the Lessee under franchise licenses from Promus pursuant to franchise license agreements between the Lessee and Promus, and twelve of the Embassy Suites hotels currently owned by the Partnership are managed on behalf of the Lessee by Promus pursuant to management agreements between the Lessee and Promus. D. As of September 19, 1995, Felcor/CSS Holdings, L.P. and PFS Ventures, Inc. ("FelCor") entered into documents (as in effect on such date and without regard to any subsequent amendments or modifications thereto, the "Acquisition Documents") regarding the acquisition by FelCor of fee ownership of thirteen Crown Sterling hotels, ground leases in three Crown Sterling hotels, general and limited partnership interests in the LAX and Mandalay Crown Sterling hotels (the "Partnership Interests"), the Crown Sterling trademark and related intellectual property and all management and license agreements with respect to Crown Sterling (collectively the "Crown Sterling Hotel Chain"). The acquisition contemplated by the Acquisition Documents is intended to be closed in two or more phases. At a closing anticipated for November 15, 1995 (the "First Crown Sterling Closing"), it is contemplated that FelCor will acquire up to seven Crown Sterling hotels, the Partnership Interests, the Crown Sterling trademark and related intellectual property, and the management and license agreements relating to such hotels. It is contemplated that FelCor will acquire the remaining Crown Sterling hotels and the remainder of the Crown Sterling Hotel Chain at a second closing (the "Second Crown Sterling Closing") anticipated for January 3, 1996, but extendible to a date not later than February 15, 1996. E. The Company intends to undertake a public offering of its common stock, $0.01 par value (the "Common Stock") pursuant to a registration statement to be filed with the Securities and Exchange Commission on or shortly after October 18, 1995 (the "Public Offering"), all of the proceeds of which will be contributed by the Company to the Partnership for use by the Partnership, in part, to complete the acquisition by FelCor contemplated by the Acquisition Documents. Concurrently with the Public Offering, Promus shall purchase Common Stock in the amount of Twenty-Five Million Dollars ($25,000,000), at a per share price equal to the per share price at which shares of Common Stock are sold in the Public Offering, pursuant to the same registration statement in a concurrent offering (the "Promus Offering"). F. Also in connection with the acquisition contemplated by the Acquisition Documents and certain other acquisitions as set forth herein, Promus has agreed to subscribe for the purchase of up to Twenty-Five Million Dollars ($25,000,000) in Common Stock and/or units of limited partner interest of the Partnership (the "Units") upon the terms outlined in this Agreement (the "Crown Sterling Subscription"). Subject to the terms and conditions set forth in this Agreement, the aggregate amount committed by Promus in connection with the Promus Offering and the Crown Sterling Subscription shall be up to Fifty Million Dollars ($50,000,000), subject to compliance with applicable law. G. The parties to this Agreement agree that Promus will have the right to sell to the public any Common Stock and/or Units received in the Promus Offering and/or pursuant to the Crown Sterling Subscription at any time following one year from the date of first issuance of said Common Stock and/or Units to Promus. AGREEMENT NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: 1. Terms of Subscription (a) Promus Offering. Promus hereby subscribes for and agrees to consummate the Promus Offering at the purchase price determined in accordance with Section 2 below. (b) Crown Sterling Subscription. Promus hereby subscribes for and agrees to purchase, from time to time, Common Sock and/or Units in consummation of the Crown Sterling Subscription, subject to the limitations set forth in Section 1(e) below, at the purchase price determined in accordance with Section 2 below. The Crown Sterling Subscription shall consist exclusively of Common Stock unless, at the time of any incremental purchase (each a "Crown Sterling Incremental Purchase"), Promus owns the maximum amount of Common Stock (the "Limit") permitted under the charter of the Company and no waiver of such Limit can be made without jeopardizing the Company's REIT status. (c) Units. Any Crown Sterling Incremental Purchase which, if consisting exclusively of Common Stock, would result in Promus owning an amount of Common Stock in excess of the Limit shall consist of (i) in those instances where, prior to undertaking the Crown Sterling Incremental Purchase in question, Promus did not own an amount of Common Stock equal to or in excess of the Limit, (A) Common Stock up to and until such point as Promus owns the Limit of Common Stock and (B) Units in sufficient number to satisfy any difference between the dollar amount of such Crown Sterling Incremental Purchase and the dollar amount of Common Stock received by Promus pursuant to clause (A) above, or (ii) in those instances where, prior to undertaking the Crown Sterling Incremental Purchase in question, Promus owns an amount of Common Stock equal to or in excess of the Limit, Units exclusively. To the extent that any provision of the charter of the Company would restrict the amount of Common Stock which Promus could acquire, the Company agrees to waive such restriction so long as its REIT status would not be jeopardized as a result of such waiver. (d) Redemption of Units. Each Unit shall be redeemable by Promus, at any time following one year after the date of first issuance of such Units pursuant to this Section 1 for one share of Common Stock, subject only to the restrictions contained in Section 7.5 of the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of July 25, 1994 (as in effect as of the date of this Agreement and without regard to any subsequent amendments or modifications thereto, the "Partnership Agreement"); provided, that if Promus would be subject to the recovery of profits under Section 16(b) of the Securities Exchange Act of 1934, as amended, with respect to the redemption of such Units for cash, the Partnership shall not satisfy such redemption in whole or in part with cash without the prior consent of Promus. (e) Limitations. Promus' agreement herein to purchase Common Stock and/or Units in the Crown Sterling Subscription, the proceeds of which are to be used by the Partnership to complete the acquisition by FelCor pursuant to the Acquisition Documents shall not exceed at any time the amount (the "Aggregate Subscription Limit") by which the Closed Hotel Amount (as hereinafter defined) exceeds Twenty-Five Million Dollars ($25,000,000). The "Closed Hotel Amount" shall equal Fifty Million Dollars ($50,000,000) times a fraction, the numerator of which is the sum of the Allocated Purchase Price (as set forth on Exhibit A hereto) for all hotels the purchase of which has been closed pursuant to the Acquisition Documents, and the denominator of which shall equal Four Hundred Eighty-Five Million Five Hundred Thirty-Eight Thousand Seven dollars ($485,538,007). The difference between the Aggregate Subscription Limit and Twenty Five Million Dollars ($25,000,000) shall be available for purchases of Qualifying Hotels, as defined in, and pursuant to the terms and conditions of, that certain Subscription Agreement, dated as of May 3, 1995 by and among Embassy Suites, Inc., the Company and the Partnership (the "Prior Subscription Agreement") as though such terms and conditions of the Prior Subscription Agreement were set forth herein, and in no event shall the amount of Common Stock and/or Units purchased by Promus hereunder (other than pursuant to the Promus Offering) exceed Twenty Five Million Dollars ($25,000,000). (f) Sale. Subject to Section 8(d) hereof, Promus may not sell to the public any Common Stock and/or Units received in the Promus Offering, pursuant to the Crown Sterling Subscription or upon redemption of such Units until at least one year following the date of first issuance of said Common Stock and/or Units. 2. Purchase Price. The purchase price for each share of Common Stock and each Unit acquired hereunder (the "Crown Sterling Purchase Price") shall be equal to the public offering price per share at which shares of Common Stock are sold in the Public Offering. 3. Conditions to Purchase. The following shall be conditions precedent to the obligation of Promus to purchase Common Stock and/or Units in connection with the Crown Sterling Subscription: (a) FelCor shall have made a formal request upon Promus in connection with either (i) the First Crown Sterling Closing, (ii) the Second Crown Sterling Closing, (iii) an interim closing of the purchase by FelCor of interests in one or more Crown Sterling hotels pursuant to the Acquisition Documents or (iv) following the date on which a minimum of fourteen (14) of the hotels listed on Exhibit A have been acquired pursuant to the Acquisition Documents, the purchase of any other Qualifying Hotel. (b) With respect to acquisitions pursuant to the Acquisition Documents, any request for a Crown Sterling Incremental Purchase from the Company shall be for an amount which, when aggregated with all amounts previously purchased hereunder, shall not exceed the Aggregate Subscription Limit. No request hereunder shall, when aggregated with all amounts previously subscribed hereunder, exceed Twenty-Five Million Dollars ($25,000,000) in the aggregate. 4. Purchase Closings. In connection with the Crown Sterling Subscription, Promus shall pay to the Partnership, by wire transfer or by certified or bank cashier's check, amounts as designated by the Partnership from time to time, the aggregate amount not to exceed the Aggregate Subscription Limit with respect to the acquisition pursuant to the Acquisition Documents, and Twenty Five Million Dollars ($25,000,000) in the aggregate. In connection with each Crown Sterling Incremental Purchase, the Partnership shall issue to Promus one or more certificates representing the whole number of shares of Common Stock and/or Units, as provided in Section 1 hereof, equal to the quotient of (i) the amount paid by Promus to the Partnership in connection with such incremental purchase divided by (ii) the Crown Sterling Purchase Price. The Partnership shall not be required to issue fractional shares of Common Stock or Units in connection with such incremental purchase and, in lieu thereof, the Partnership shall refund to Promus the cash amount represented by the fractional share of Common Stock or Unit based upon the Crown Sterling Purchase Price. 5. Term. Promus' obligations in connection with the Crown Sterling Subscription shall terminate (a) upon the earliest to occur of (i) the date that Promus shall have completed its subscription obligation in connection with the Crown Sterling Subscription, (ii) delivery of written notice to Promus that the Partnership has terminated Promus' obligation in connection with the Crown Sterling Subscription and (iii) with respect to hotels acquired pursuant to the Acquisition Documents, the date on which the final Crown Sterling Closing occurs, but not later than March 31, 1996, and (b) with respect to any other Qualifying Hotels, June 30, 1996. 6. Representations and Warranties of Promus. Promus hereby represents and warrants to the Company and the Partnership as follows: (a) The execution, delivery and performance of this Agreement by Promus has been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding obligation of Promus, enforceable in accordance with its terms. (b) It is familiar with the business and financial condition of the Company and the Partnership, and is not relying upon any representations made to it by the Company, the Partnership or any of the officers, employees or agents of either of them that are not contained herein. (c) It is aware of the risks involved in making an investment in the Common Stock and in the Units. It has had an opportunity to ask questions of, and to receive answers from, the Partnership and the Company, or a person or persons authorized to act on their behalf, concerning the terms and conditions of this investment. Promus confirms that all documents, records and books pertaining to its investment in the Partnership that have been requested by it have been made available or delivered to it prior to the date hereof. (d) It understands that neither the Common Stock nor the Units to be issued pursuant to the Crown Sterling Subscription have been registered under the Securities Act of 1933, as amended, or any state securities acts, and are instead being offered and sold in reliance on an exemption from such registration requirements. The Common Stock and Units for which Promus hereby subscribes are being acquired solely for its own account, for investment, and are not being purchased with a view to, or for resale in connection with, any distribution, subdivision or fractionalization thereof, in violation of such laws and Promus has no present intention to enter into any contract, undertaking, agreement or arrangement with respect to any such resale. (e) It is an accredited investor as that term is defined in Rule 501 and Regulation D of the Securities Act of 1933, as amended. The foregoing representations and warranties are true and accurate as of the date hereof and shall be true and accurate as of the date of each incremental purchase pursuant to the terms of this Agreement. If in any respect such representations and warranties shall not be true and accurate as of any such incremental purchase, Promus shall give written notice of such fact to the Company and the Partnership prior to such purchase, specifying which representations and warranties are not true and accurate and the reasons therefor. 7. Representations and Warranties of the Company and the Partnership. Each of the Company and the Partnership hereby jointly and severally represents and warrants to Promus that the representations and warranties set forth in Exhibit B attached hereto and by this reference incorporated herein shall be true and correct in all material respects as of the date of the consummation of the Public Offering, and each of the Company and the Partnership further jointly and severally represents and warrants to Promus as follows: (a) The Company and the Partnership each have full legal right, power and authority to enter into this Agreement and the registration rights agreement referred to in Section 8 hereof, and to consummate the transactions contemplated herein and therein. This Agreement has been, and the registration rights agreement referred to in Section 8 hereof will be, duly authorized by all necessary corporate and partnership action, and each will constitute the valid and binding obligation of each of the Company and the Partnership, enforceable in accordance with their respective terms. The Partnership Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. (b) Units, when issued to Promus, will have been duly and validly authorized and issued, free of any preemptive or similar rights, and be fully paid and nonassessable, without any obligation to restore capital except as required by the Delaware Revised Uniform Limited Partnership Act (the "Delaware Act"). As a holder thereof, Promus shall be admitted as a limited partner of the Partnership entitled to all of the rights and protections of limited partners under the Delaware Act and the provisions of the Partnership Agreement, with the same rights, preferences and privileges as all existing limited partners on a pari passu basis. The Common Stock has been validly authorized and, when issued to Promus, will be duly and validly issued, fully paid, nonassessable and free of preemptive or similar rights. Authorized and unissued shares of Common Stock sufficient to satisfy the Company's obligation to issue such shares to Promus upon redemption of Units shall at all times be reserved by the Company, and the Company shall take no action to prevent the redemption of the Units by virtue of Section 7.5(c)(v) of the Partnership Agreement. (c) Assuming the accuracy of the representations of Promus set forth in Section 6 hereof, (i) the Common Stock and Units will have been issued, offered and sold to Promus in compliance with all applicable laws (including, without limitation, federal and state securities laws), (ii) any share of Common Stock issued to Promus, either in connection with an incremental purchase pursuant to the terms of this Agreement or upon redemption of Units so received, shall have been issued, offered and sold in compliance with all applicable laws (including, without limitation, federal and state securities laws) and (iii) each consent, approval, authorization, order, license, certificate, permit, registration, designation or filing by or with any governmental agency or body necessary for the valid authorization, issuance, sale and delivery of any Common Stock or Units to Promus, the valid authorization, issuance, sale and delivery of such shares upon redemption of the Units, the execution, delivery and performance of this Agreement and the registration rights agreement referred to in Section 8 hereof and the consummation by the Company and the Partnership of the transactions contemplated hereby and thereby has been made or obtained and is in full force and effect. (d) Neither the issuance, sale and delivery to Promus by the Partnership of the Units, nor the issuance, sale and delivery to Promus by the Company of the Common Stock directly or upon redemption of the Units, nor the execution, delivery and performance of this Agreement and the registration rights agreement referred to in Section 8 hereof, nor the consummation of the transactions contemplated hereby or thereby by the Company or the Partnership, as applicable, will conflict with or result in a breach or violation of any of the terms and provisions of, or (with or without the giving of notice or passage of time or both) constitute a default under, any agreement to which the Company, the Partnership, the Lessee or FelCor is a party, the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement or limited liability company agreement, as the case may be, of the Company, the Partnership or the Lessee, any indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which the Company, the Partnership or the Lessee is a party or to which any of them, any of their respective properties or other assets or any hotel is subject, or any applicable statute, judgment, decree, rule or regulation of any court or governmental agency or body applicable to any of the foregoing or any of their respective properties, or result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or asset of any of the foregoing. The foregoing representations and warranties are true and accurate as of the date hereof, or such other date as of which they are deemed to be made, and shall be true and accurate as of the date of the first subscription pursuant to the terms of this Agreement, and shall survive such date; and the representations and warranties set forth in Exhibit B hereto, and paragraphs (a) through (d) above, shall also be true and accurate as of the date of each subsequent Crown Sterling Incremental Purchase, and shall survive each such date. 8. Registration Rights. Prior to the earlier to occur of the first purchase of Units hereunder and the closing of the Promus Offering, the Company shall enter into with Promus a registration rights agreement in form and substance agreeable to Promus and the Company, providing, among other things, for the following with respect to Common Stock purchased by Promus pursuant to the Promus Offering, Common Stock acquired by Promus pursuant to the Crown Sterling Subscription and Common Stock issued upon redemption of the Units: (a) On or before July 1, 1996, the Company shall file and use its best efforts to cause to become effective, a registration statement under the Securities Act of 1933, as amended, and necessary qualifications or registrations under the securities laws covering the resale by Promus of all shares of Common Stock issued to Promus under and pursuant to this Agreement and pursuant to the redemption of any Units issued to Promus under and pursuant to this Agreement. The Company shall use its best efforts to maintain the effectiveness of such registration statement and such qualifications or registrations (except during periods when Promus shall be restricted from selling shares hereunder) until the earlier of (i) such time as all of the shares of Common Stock issuable upon redemption of the Units and pursuant to the Promus Offering have been issued to and sold by Promus, (ii) such time as all remaining shares of Common Stock issuable upon redemption of the Units and pursuant to the Promus Offering have been issued to and may be resold by Promus without restriction under the Securities Act of 1933, as amended, and (iii) December 31, 2000. (b) During any consecutive three month period, Promus shall be prohibited, unless the Company shall otherwise consent thereto in writing, from selling more than 3% of the outstanding shares of Common Stock, whether pursuant to said registration statement or otherwise, except in an underwritten public offering in which the managing underwriter is one reasonably acceptable to the Company. (c) All expenses of such registration statement, other than any underwriting discounts or commissions or transfer taxes, but including the reasonable fees and expenses of all separate counsel for Promus, shall be borne by the Company. (d) (i) Promus shall refrain from the sale of any shares of Common Stock for one or more periods of not more than sixty (60) days following written notice from the Company that the registration statement is not then current, due to the existence of material non-public information disclosure of which would materially adversely affect the business interests of the Company, and prior to Promus' receipt from the Company of written notice that such registration statement is again current, provided that Promus shall not be precluded from effecting sales pursuant to this clause (i) for more than ninety (90) days during any 360-day period. (ii) Following written notice from the Company that it has filed and caused to become effective a registration statement including an offering of shares of Common Stock for sale by the Company to the public in an underwritten public offering, Promus shall enter into agreements with the underwriters of such public offering, substantially in the same form as agreements entered into by the officers and directors of the Company, precluding the sale of Common Stock by Promus for a period not to exceed one hundred eighty (180) days following such notice, provided that Promus was given the opportunity to include its shares for sale in such public offering. 9. Use of Proceeds. The Company and the Partnership agree with Promus that the proceeds of the sale of Common Stock and/or Units in connection with the Crown Sterling Subscription will be used solely to complete the acquisition by FelCor of the Crown Sterling Hotel Chain pursuant to the Acquisition Documents or, prior to June 30, 1996, as a portion of the purchase price for the Partnership or FelCor to acquire other Qualifying Hotels (provided that a minimum of fourteen (14) of the hotels listed on Exhibit A have been acquired pursuant to the Acquisition Documents). 10. Miscellaneous (a) All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to Promus at 850 Ridge Lake Boulevard, Suite 300, Memphis, Tennessee 38120, Attention: General Counsel, with a copy to the same address, Attention: Chief Financial Officer, and to the Company or the Partnership at 5215 N. O'Connor Blvd., Suite 330, Irving, Texas 75039. (b) NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL OF THE TERMS AND PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES), APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED THEREIN. (c) This Agreement supersedes that certain Memorandum of Terms, dated as of September 20, 1995, by and between Promus and the Company, and constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement may be amended only by an instrument in writing executed by all parties. Promus may assign and transfer its rights and obligations hereunder, and the Common Stock or Units it acquires, to any direct or indirect subsidiary thereof. (d) This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. (e) All terms used herein shall be deemed to include the masculine and the feminine and the singular and the plural as the context requires. Captions herein are for convenience of reference only and shall not alter or affect the meaning or construction of the paragraphs hereof to which they relate. (f) The parties hereto agree to take all actions, including the entering into of any documents, agreements or instruments, or amendments thereof, as may be necessary or appropriate to effectuate the intents and purposes hereof and consummate and make effective the transactions contemplated hereby. (g) Counterparts. This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the date first above written. PROMUS HOTELS, INC., a Delaware corporation By: Name: Title: FELCOR SUITE HOTELS, INC., a Maryland corporation By: Name: Title: FELCOR SUITES LIMITED PARTNERSHIP, a Delaware limited partnership By: FELCOR SUITE HOTELS, INC., a Maryland corporation and its sole general partner By: Name: Title: EXHIBIT A PURCHASE PRICE ALLOCATION October 17, 1995 LOCATION SUITES AMOUNT Phase I Burlingame 339 $41,004,865 Mandalay-Beach 249 24,058,551 Los Angeles Airport 350 26,770,178 Minneapolis-Airport 311 42,918,886 Minneapolis-Downtown 218 18,267,959 Napa 205 18,548,195 St. Paul 210 19,469,864 Phase II Anaheim, CA 222 $ 17,823,484 Baton Rouge, LA 224 21,882,805 Birmingham, AL 242 32,162,141 Deerfield Beach, FL 224 34,905,960 Ft. Lauderdale, FL 359 53,833,588 Miami Airport 314 30,228,707 Milpitas 267 28,194,773 Phoenix 233 39,767,715 S. San Francisco 312 35,700,343 ------------ TOTAL PURCHASE PRICE $485,538,007 ============ EXHIBIT B REPRESENTATIONS & WARRANTIES Representations and warranties under the Underwriting Agreement relating to the Public Offering shall be attached hereto and incorporated herein provided that they are satisfactory to Promus. In the event that an Exhibit B which is reasonably satisfactory to Promus has not been attached hereto and incorporated herein prior to the closing of the Public Offering, Promus shall have the right to terminate this Agreement upon written notice to FelCor with no liability to Promus whatsoever. EX-27 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) AS OF SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1995 SEP-30-1995 1,860 0 35,655 1,654 4,298 44,760 460,071 110,665 489,536 62,988 203,963 5,137 0 0 153,238 489,536 0 204,756 0 119,140 640 71 24,312 61,017 25,688 35,329 0 1,661 0 36,990 0 0 See Note 10 - Earnings Per Share, Notes to Consolidated Condensed Financial Statements, September 30, 1995.
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