-----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, SMYo904cW8PgakK1zcU7hpmdrd9wmnC6e5Y+r7nPVPMFk7Pq9xzbODpRvfPnuHDw y/99y+f7hKfzyWLMgBMdvw== 0001047469-98-029434.txt : 19980806 0001047469-98-029434.hdr.sgml : 19980806 ACCESSION NUMBER: 0001047469-98-029434 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980804 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980805 SROS: PHLX FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROMUS HOTEL CORP/OLD 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: 8-K SEC ACT: SEC FILE NUMBER: 333-14023-01 FILM NUMBER: 98677559 BUSINESS ADDRESS: STREET 1: 755 CROSSOVER LANE CITY: MEMPHIS STATE: TN ZIP: 38117 BUSINESS PHONE: 9013745000 MAIL ADDRESS: STREET 1: 755 CROSSOVER LANE CITY: MEMPHIS STATE: TN ZIP: 38117 8-K 1 FORM 8-K =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 4, 1998 -------------- PROMUS HOTEL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 001-13719 62-1716020 (State or other (Commission File (I.R.S. Employer jurisdiction Number) Identification of incorporation or Number) organization) 755 CROSSOVER LANE 38117-4900 MEMPHIS, TENNESSEE (Zip Code) (Address of principal executive offices) (901) 374-5000 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) =============================================================================== ITEM 5. Other Events. On August 4, 1998, the Registrant issued the press release attached hereto as Exhibit 99.1. ITEM 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press release dated August 4, 1998. SIGNATURES 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 hereunto duly authorized. PROMUS HOTEL CORPORATION /s/ RALPH B. LAKE --------------------------------------- Ralph B. Lake Executive Vice President, General Counsel and Secretary Date: August 5, 1998 EXHIBIT INDEX Exhibit Number Description - ------- ------------ 99.1 Press release dated August 4, 1998. EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE http://www.promus-hotel.com Contact: Bill Perocchi, Executive Vice President/Chief Financial Officer (801) 374-6051 Gregg Swearingen, Vice President, Investor Relations (901) 374-5468 Ruth Pachman or Mark Semer, Kekst and Company (212) 521-4891 or (212) 521-4802 SCHULTZ AND KELLEHER TO LEAVE PROMUS UPON ELECTION OF NEW CHAIRMAN AND CHIEF EXECUTIVE OFFICER -- Two Board Members, Ferris and Rose, Also to Depart -- Search for New Chairman and CEO Underway -- Merger Integration Process Ahead of Schedule MEMPHIS, TN, AUGUST 4, 1998 -- The Board of Directors of Promus Hotel Corporation (NYSE:PRH) announced today that it has unanimously decided to seek an individual from outside both the former Doubletree and Promus organizations who would be better suited to move the company to its next stage of profitable growth and to capitalize on the strengths of the Company without reference to past affiliations or corporate philosophies. As a result, Raymond E. Schultz, chairman and chief executive officer of the Company, and Richard M. Kelleher, president and chief executive officer of the Company, have jointly decided to leave Promus as soon as a new chairman and chief operating officer has been named. Mr. Schultz will retire from the Company and Mr. Kelleher will depart to pursue other business opportunities. The Board also announced that Richard J. Ferris, co-chairman of the former Doubletree Corporation, and Michael D. Rose, former chairman of Promus Hotel Corporation, also would resign from the Board of Directors of the Company at the time that a new chairman and chief executive officer is named. The Board has formed a search committee to oversee the recruiting process and has initiated steps to retain a professional search firm. Dale Frey, chairman of the research committee, said, "Although the merger has proceeded extremely well on the operating level, as we looked ahead we agreed that fresh leadership would move us more quickly into the future. We accept the decisions of these four individuals with regret, gratitude and admiration. They have each - more - 2 contributed enormously to the creation of a primier lodging company with a portfolio of powerful brands. Their decision to step aside at a time when the company is performing superbly in order to let new leadership build on their accomplishments, and to do so through an orderly and thoughtful transition process, is a tribute to the high regard with which they hold the company, its employees and franchisees, and its shareholders." Mr. Schultz said, "The merger of Promus and Doubletree is progressing very smoothly at the operating and corporate staff levels, is ahead of schedule, and clearly has been a success. I look forward to a smooth passing of the baton to a strong new leader who shares both Rick's and my enthusiasm for the industry and the outlook for Promus. While I have accelerated my original retirement plans by a year, I do so knowing that Promus is well positioned and its future filled with opportunity." Mr. Kelleher said, "After much consideration, both Ray and I decided that these steps were necessary for our company to make the most of the merger and capitalize upon future opportunities. These management changes will ensure that Promus is able to continue to forge ahead without looking at the past. I am very proud of our accomplishments over the past year and believe the future of the company is very bright." Promus Hotel Corporation (NYSE:PRH) is one of the world's premier lodging companies, with system-wide annual revenues of over $5 billion. The company operates, franchises or owns hotels throughout the United States and in Canada, Mexico and Latin America. It is the franchisor and operator of the Doubletree Hotels and Guest Suites, Embassy Suites, Homewood Suites, Club Hotels by Doubletree, Hampton Inn, Hampton Inn & Suites, Embassy Vacation Resort and Hampton Vacation Resort brands. The company also manages non-Promus branded hotels and facilities in the University Hotel & Conference Center division. # # # -----END PRIVACY-ENHANCED MESSAGE-----