-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, MbnLnzIwQ219Xc+toSNo/wazGMj5XhHps53F0R3uGXlP3HI2zLzp6UucW41jJcAQ g/DgT5LHVMeB3VU4R7TC/A== 0000950112-95-001572.txt : 19950607 0000950112-95-001572.hdr.sgml : 19950607 ACCESSION NUMBER: 0000950112-95-001572 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950606 SROS: CSX SROS: PHLX SROS: PSE 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: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-11463 FILM NUMBER: 95545203 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 8-A12B 1 PROMUS HOTEL CORPORATION As filed with the Securities and Exchange Commission on June 6, 1995 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PROMUS HOTEL CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 62-1596939 - ---------------------------------------- --------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 6800 Poplar Avenue, Suite 200, Memphis, Tennessee 38138 - ------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered - -------------------- ------------------------------ Common Stock, par value Chicago Stock Exchange $0.10 per share Pacific Stock Exchange Philadelphia Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of class) Item 1. Description of Registrant's Securities to be Registered. -------------------------------------------------------- The Information required by this item is set forth under the sections "The Distribution -- Certain Special Considerations -- Dividend Policies," "-- Management of PHC -- PHC Board," "--Description of PHC Capital Stock," "-- Certain Provisions of the PHC Certificate and PHC Bylaws" and "--Liability and Indemnification of Officers and Directors of PHC" in the Proxy Statement attached as Exhibit 99.1 to the Form 10/A of Promus Hotel Corporation which was filed with the Securities and Exchange Commission on May 3, 1995 and is hereby incorporated herein by reference. Reference is also made to the Amended and Restated Certificate of Incorporation of Promus Hotel Corporation (attached as Annex II-A to the Proxy Statement) and the Restated Bylaws of Promus Hotel Corporation (attached as Annex II-B to the Proxy Statement). Item 2. Exhibits. --------- 1. Form 10/A of Promus Hotel Corporation (filed with the Securities and Exchange Commission on May 3, 1995 and incorporated herein by reference). *2 Amended and Restated Certificate of Incorporation of Promus Hotel Corporation (attached as Annex II-A to the Proxy Statement). *3. Restated Bylaws of Promus Hotel Corporation (attached as Annex II-B to the Proxy Statement). *4. Form of Rights Agreement between Promus Hotel Corporation and Continental Stock Transfer & Trust Company (attached as Exhibit 1 to the Form 8-A of Promus Hotel Corporation, filed with the Securities and Exchange Commission on the date hereof). *5. Copy of Common Stock Certificate. - ---------- * Pursuant to Instruction II of the Instructions as to Exhibits for Form 8-A, this exhibit will be filed with the exchanges set forth on the cover page hereto on which exchanges no other securities of the registrant are registered. Such exhibit is not filed with, or incorporated by reference in, this Form 8-A. 2 EXHIBIT INDEX Exhibit Number Description - ---------- --------------- 1. Form 10/A of Promus Hotel Corporation (filed with the Securities and Exchange Commission on May 3, 1995 and incorporated herein by reference). *2 Certificate of Incorporation of Promus Hotel Corporation (attached as Exhibit 3.1 to the Form 10/A of Promus Hotel Corporation). *3. Amended and Restated Certificate of Incorporation of Promus Hotel Corporation (attached as Annex II-A to the Proxy Statement). *4. Bylaws of Promus Hotel Corporation (attached as Exhibit 3.2 to the Form 10/A of Promus Hotel Corporation). *5. Restated Bylaws of Promus Hotel Corporation (attached as Annex II-B to the Proxy Statement). *6. Form of Rights Agreement between Promus Hotel Corporation and Continental Stock Transfer & Trust Company (attached as Exhibit 1 to the Form 8-A of Promus Hotel Corporation, filed with the Securities and Exchange Commission on the date hereof). *7. Copy of Common Stock Certificate. - ---------- * Pursuant to Instruction II of the Instructions as to Exhibits for Form 8-A, this exhibit will be filed with the exchanges set forth on the cover page hereto on which exchanges no other securities of the registrant are registered. Such exhibit is not filed with, or incorporated by reference in, this Form 8-A. 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. PROMUS HOTEL CORPORATION Date: June 6, 1995 ------------------------------ By: JEFFERY M. JARVIS ------------------------------ Jeffery M. Jarvis Vice President and Controller 4 -----END PRIVACY-ENHANCED MESSAGE-----