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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. )*
PARK PLACE ENTERTAINMENT CORPORATION
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(Name of Issuer)
Common Stock, Par Value $0.01 per share
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(Title of Class of Securities)
700690-10-0
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(CUSIP Number)
December 31, 1998
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(Date of event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 700690-10-0 SCHEDULE 13G PAGE 2 OF 6 PAGES
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Conrad N. Hilton Fund -- 88-0285637
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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(5) SOLE VOTING POWER
NUMBER OF 16,498,736
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 16,498,736
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(8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,498,736
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
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(12) TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1(A). NAME OF ISSUER
Park Place Entertainment Corporation
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE
3930 Howard Hughes Parkway, Las Vegas, Nevada 89109
ITEM 2(A). NAME OF PERSON FILING
Conrad N. Hilton Fund
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE
100 West Liberty Street, Suite 970, Reno, Nevada 89501
ITEM 2(C). CITIZENSHIP
Nevada
ITEM 2(D). TITLE OF CLASS OF SECURITIES
Common Stock, par value $0.01 per share
ITEM 2(E). CUSIP NUMBER
700690-10-0
ITEM 3. This statement is filed pursuant to Rule 13d-1(c)
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: 16,498,736 (See Item 6
below)
(b) Percent of Class: 5.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
16,498,736
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of: 16,498,736
(iv) shared power to dispose or to direct the
disposition of: 0
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
The Conrad N. Hilton Fund (the "Fund") is the record
and beneficial owner of an aggregate of 16,498,736 shares of
common stock of the Issuer (the "Common Stock"), representing
approximately 5.4% of the shares of Common Stock outstanding.
The Fund has the sole power to vote and to dispose of such
16,498,736 shares, and no person other than the Fund has the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such
shares.
The Fund is governed by the eleven members of its
board of directors. The names, addresses and occupations of
the eleven directors of the Fund are as follows: William
Barron Hilton, Chairman of the Board of Hilton Hotels
Corporation ("Hilton"), whose address is 9336 Civic Center
Drive, Beverly Hills, California 90209; Robert Buckley, M.D.,
a specialist in internal medicine, whose address in 2333
Pinto Lane, Las Vegas, Nevada 89107; Mr. Gregory R. Dillon,
Vice Chairman Emeritus of Hilton, whose address is 9336 Civic
Center Drive, Beverly Hills, California 90210; Mr. William H.
(Bill) Edwards, retired executive of Hilton, whose address is
10350 Wilshire Blvd., Suite 901, Los Angeles, California
90024; Mr. James R. Galbraith, retired executive of Hilton,
whose address is 3946 Encino Hills Place, Encino, California
91436; Mr. Steven M. Hilton, President of the Fund, whose
address is 10100 Santa Monica Blvd., Suite 740, Los Angeles,
California 90067; Mr. William B. (Barry) Hilton, Jr., real
estate developer, whose address is 28775 Sea Ranch Way,
Malibu, California 90265; Mr. Eric M. Hilton, Director of
Hilton, whose address is 7819 Bermuda Dunes Lane, Las Vegas,
Nevada 89113; Mr. Donald H. Hubbs, Chairman and Chief
Executive Officer of the Fund, whose address is 10100 Santa
Monica Blvd., Suite 740, Los Angeles, California 90067;
Sister Barbara Dawson, RSCJ, whose address is 4389 W. Pine
Blvd, St. Louis, Missouri 63108; and Sister Elaine Nazareth,
FMM, whose address is 3305 Wallace Ave., Bronx, New York
10467.
ITEM 7. IDENTIFICATION AND CLARIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
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Page 5 of 6
Not Applicable
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in the this
statement is true, complete and correct.
DATED: January 11, 1999
By: /s/ PATRICK J. MODUGNO
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Patrick J. Modugno,
Vice-President, Administration
and Chief Financial Officer
