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As filed with the Securities and Exchange Commission on November 14, 1994
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(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, 1994
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. 1-10410
THE PROMUS COMPANIES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware I.R.S. No. 62-1411755
(State of Incorporation) (I.R.S. Employer
Identification No.)
1023 Cherry Road
Memphis, Tennessee 38117
(Address of principal executive offices)
(901) 762-8600
(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, 1994, there were outstanding 102,391,415
shares of the Company's Common Stock.
Page 1 of 6
Item 6 of Part II is amended to read as follows:
PART II- OTHER INFORMATION
--------------------------
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Exhibits
*EX-10.1 Employment Agreement dated as of February 25,
1994, and effective April 29, 1994, between The
Promus Companies Incorporated and Philip G. Satre
including exhibits thereto.
*EX-10.2 Amendment dated as of August 31, 1994 to The
Promus Companies Incorporated Savings and
Retirement Plan.
*EX-10.3 Consent dated as of October 7, 1994, among The
Promus Companies Incorporated, Embassy Suites,
Inc., the Banks and Agents parties thereto, Marina
Associates and Bankers Trust Company, as
Administrative Agent.
EX-10.4 Form of Amended and Restated Third Amendment to the
Amended and Restated Partnership Agreement of
Harrah's Jazz Company.(1)
EX-10.5 Form of Fourth Amendment to the Amended and Restated
Partnership Agreement of Harrah's Jazz Company.(1)
EX-10.6 Form of Indenture dated , 1994
between Harrah's Jazz Company, Harrah's Jazz
Finance Corp. and First National Bank of Commerce
as Trustee for the First Mortgage Notes including
form of First Mortgage Note.(1)
EX-10.7 Form of Intercreditor Agreement between the Bank
Lenders and the First National Bank of Commerce as
Trustee dated , 1994.(1)
EX-10.8 Form of Notes Completion Guarantee among Embassy
Suites, Inc., The Promus Companies Incorporated and
First National Bank of Commerce as Trustee dated
, 1994.(1)
EX-10.9 Form of Cash Collateral and Disbursement
Agreement.(1)
EX-10.10 Form of Collateral Mortgage Note by Harrah's Jazz
Company.(1)
EX-10.11 Form of Act of Collateral Mortgage and Collateral
Assignment of Proceeds by Harrah's Jazz
Company.(1)
EX-10.12 Form of Collateral Assignment of Leases and Rents
between Harrah's Jazz Company and First National
Bank of Commerce as Collateral Agent dated
, 1994.(1)
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EX-10.13 Form of Act of Security Agreement and Pledge
between Harrah's Jazz Company and First National
Bank of Commerce as Collateral Agent dated
, 1994.(1)
EX-10.14 Form of Pledge Agreement between Harrah's Jazz
Company, Harrah's Jazz Finance Corp. and First
National Bank of Commerce as Collateral Agent
dated , 1994.(1)
EX-10.15 Form of Security Agreement among Harrah's Jazz
Company, Harrah's Jazz Finance Corp. and First
National Bank of Commerce as Collateral Agent
dated , 1994.(1)
EX-10.16 Form of Security Agreement among Harrah's Jazz
Company, Harrah's Jazz Finance Corp. and First
National Bank of Commerce as Trustee
dated , 1994.(1)
EX-10.17 Form of Manager Subordination Agreement (First
Mortgage Notes) among Harrah's Jazz Company,
Harrah's New Orleans Management Company and First
National Bank of Commerce as Trustee dated
, 1994.(3)
EX-10.18 Form of Consultant Subordination Agreement (First
Mortgage Notes) among Harrah's Jazz Company, Grand
Palais Management Company, New Orleans/Louisiana
Development Corporation and First National Bank of
Commerce as Trustee dated , 1994.(2)
EX-10.19 Form of Completion Guarantor Subordination
Agreement (First Mortgage Notes) among Harrah's
Jazz Company, The Promus Companies Incorporated,
Embassy Suites, Inc. and First National Bank of
Commerce as Trustee dated ,
1994.(2)
EX-10.20 Amended Lease Agreement between the Rivergate
Development Corporation, as Landlord and Harrah's
Jazz Company, as Tenant and City of New Orleans,
as Intervenor dated March 15, 1994.(4)
EX-10.21 Amended General Development Agreement between
Rivergate Development Corporation and Harrah's
Jazz Company and City of New Orleans, as
Intervenor.(5)
EX-10.22 Temporary Casino Lease between Rivergate
Development Corporation, as Landlord and Harrah's
Jazz Company, as Tenant and City of New Orleans,
as Intervenor dated March 15, 1994.(5)
EX-10.23 Amendment to Amended Lease Agreement between
Rivergate Development Corporation, as Landlord and
Harrah's Jazz Company, as Tenant and City of New
Orleans, as Intervenor dated October 5, 1994.(4)
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EX-10.24 Agreement between the City of New Orleans and
Harrah's Jazz Company, dated October 5, 1994 (the
"Separate City Agreement").(4)
EX-10.25 Agreement among the Rivergate Development
Corporation, the City of New Orleans and Embassy
Suites, Inc. and Harrah's Jazz Company, as
intervenor, dated October 5, 1994 (the "Embassy
Access Agreement").(4)
EX-10.26 Casino Operating Contract between the Louisiana
Economic Development and Gaming Corporation and
Harrah's Jazz Company dated July 15, 1994.(5)
EX-10.27 First Amendment to Casino Operating Contract
between the Louisiana Economic Development and
Gaming Corporation and Harrah's Jazz Company dated
August 31, 1994.(4)
EX-10.28 Amended and Restated Management Agreement between
Harrah's New Orleans Management Company and
Harrah's Jazz Company dated March 14, 1994.(5)
EX-10.29 Construction Agreement between Harrah's Jazz
Company and Centex Landis Construction Co., Inc.
dated October 10, 1994, for the construction of
the Permanent Casino.(4)
EX-10.30 Construction Agreement between Harrah's Jazz
Company and Harvey Honore Construction Company,
Inc. and Broadmoor dated October 10, 1994, for the
construction of the Temporary Casino.(4)
EX-10.31 Design and Construction Agreement between Harrah's
Jazz Company and Broadmoor dated October 10, 1994,
for the construction of the parking structure.(4)
EX-10.32 Form of Credit Agreement among Harrah's Jazz
Company, Harrah's Jazz Finance Corp., Various
Banks and Bankers Trust Company as Administrative
Agent dated as of , 1994.(1)
EX-10.33 Owner's Policy issued March 16, 1994 by First
American Title Insurance Company to Harrah's Jazz
Company.(4)
EX-10.34 Form of Lender's Title Insurance Commitment issued
, 1994 by First American Title
Insurance Company.(2)
EX-10.35 Completion Loan Agreement among Harrah's Jazz
Company, Embassy Suites, Inc., The Promus
Companies Incorporated, New Orleans/Louisiana
Development Corporation, Grand Palais Casino,
Inc., and Grand Palais Management Company, L.L.C.
dated October 12, 1994.(3)
-4-
EX-10.36 Form of First Amendment to the Completion Loan
Agreement.(1)
EX-10.37 Construction Lien Indemnity Obligation Agreement
between Harrah's Jazz Company and Embassy Suites,
Inc. dated October 12, 1994.(3)
EX-10.38 Form of First Amendment to the Construction Lien
Indemnity Obligation Agreement.(1)
EX-10.39 Form of Option Agreement between Harrah's New
Orleans Investment Company and New Orleans/
Louisiana Development Corporation dated
, 1994.(1)
EX-10.40 Form of Option Agreement between Harrah's New
Orleans Investment Company and Grand Palais
Casino Inc. dated , 1994.(1)
EX-10.41 Form of Put Agreement between Harrah's New
Orleans Investment Company and New Orleans/
Louisiana Development Corporation dated
, 1994.(1)
EX-10.42 Form of Put Agreement between Harrah's New
Orleans Investment Company and Grand Palais
Casino Inc. dated , 1994.(1)
EX-10.43 Form of Underwriting Agreement among
Donaldson, Lufkin and Jenrette Securities
Corporation, Salomon Brothers Inc., BT
Securities, Harrah's Jazz Company, and Harrah's
Jazz Finance Corp. dated , 1994.(6)
*EX-11 Computation of per share earnings.
*EX-18 Letter from independent accountant re change in
accounting principles.
*EX-27 Financial Data Schedule.
(b) No reports on Form 8-K were filed during the quarter ended
September 30, 1994.
------------
*Filed with Form 10-Q dated November 10, 1994.
FOOTNOTES
---------
(1) Incorporated by reference from Amendment No. 7 to Form S-1
Registration Statement of Harrah's Jazz Company and Harrah's
Jazz Finance Corp., File No. 33-73370, filed November 8,
1994.
(2) Incorporated by reference from Amendment No. 6 to Form S-1
Registration Statement of Harrah's Jazz Company and Harrah's
Jazz Finance Corp., File No. 33-73370, filed November 4,
1994.
(3) Incorporated by reference from Amendment No. 5 to Form S-1
Registration Statement of Harrah's Jazz Company and Harrah's
Jazz Finance Corp., File No. 33-73370, filed October 26,
1994.
(4) Incorporated by reference from Amendment No. 4 to Form S-1
Registration Statement of Harrah's Jazz Company and Harrah's
Jazz Finance Corp., File No. 33-73370, filed October 12,
1994.
(5) Incorporated by reference from Amendment No. 3 to Form S-1
Registration Statement of Harrah's Jazz Company and Harrah's
Jazz Finance Corp., File No. 33-73370, filed August 4, 1994.
(6) Incorporated by reference from Amendment No. 8 to Form S-1
Registration Statement of Harrah's Jazz Company and Harrah's
Jazz Finance Corp., File No. 33-73370, filed November 9, 1994.
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Signature
---------
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.
THE PROMUS COMPANIES INCORPORATED
November 14, 1994 BY: MICHAEL N. REGAN
------------------------------
Michael N. Regan
Vice President and Controller
(Chief Accounting Officer)
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