<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): September 19, 1996
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Hilton Hotels Corporation
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(Exact Name of Registrant as
Specified in Charter)
Delaware 1-3427 36-2058176
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(State or Other (Commission (IRS Employer
Jurisdiction of File Identification
Incorporation) Number) No.)
9336 Civic Center Drive
Beverly Hills, California 90210
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(Address of Principal
Executive Offices)
(310) 278-4321
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(Registrant's telephone
number, including area code)
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ITEM 5. OTHER EVENTS.
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(a) On September 19, 1996, at a special meeting of stockholders of
Hilton Hotels Corporation ("Hilton"), the stockholders of Hilton approved and
adopted the Agreement and Plan of Merger, as amended (the "Merger Agreement"),
pursuant to which, among other things, Bally Entertainment Corporation will
merge with and into Hilton. Additionally, the Hilton stockholders approved a
four-for-one stock split of the Hilton common stock. Hilton announced that
Arthur Goldberg, chairman and chief executive officer of Bally Entertainment
Corporation, will become executive vice president of Hilton and president -
gaming operations and that the Board of Directors recommends a dividend increase
for the fourth quarter and has authorized future stock repurchases.
A copy of the press release dated September 19, 1996 relating to the
special meeting and the announcements is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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7(c) Exhibits.
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99.1 Press Release of Hilton Hotels Corporation dated September
19, 1996.
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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.
HILTON HOTELS CORPORATION
By: /s/ Robert La Forgia
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Name: Robert La Forgia
Dated: September 19, 1996 Title: Senior Vice President and Controller
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EXHIBIT 99.1
Contact: Marc Grossman
Sr. Vice President - Corporate Affairs
310-205-4030
HILTON SHAREHOLDERS APPROVE BALLY ACQUISITION;
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GOLDBERG TO RUN COMBINED GAMING COMPANY,
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SHAREHOLDERS APPROVE 4-FOR-1 STOCK SPLIT; DIRECTORS RECOMMEND
DIVIDEND INCREASE AND AUTHORIZE FUTURE STOCK REPURCHASE
BEVERLY HILLS, Calif., September 19, 1996 -- Shareholders of Hilton Hotels
Corporation (NYSE:HLT) today approved the company's acquisition of Bally
Entertainment Corporation (NYSE:BLY), a $3 billion transaction (including debt)
that upon completion will make Hilton the world's largest gaming company. The
transaction, which is still subject to certain regulatory approvals, is expected
to close by November-December 1996.
Also at the special meeting held here today, Hilton shareholders voted to
approve the company's previously announced 4-for-1 stock split. The record date
for the stock split is September 19, 1996 and the mail date for the additional
shares is September 25, 1996.
In addition, Hilton's Board of Directors currently intends to increase the
dividend on post-split common shares to $.08 per share, an increase of 6.7
percent. The increase is expected to take effect in December. The Board also
authorized the company to purchase up to a maximum of 5 million shares of its
common stock (on a pre-split basis) should market conditions make such purchases
attractive.
The company may also purchase common stock under this authorization that
would be used to fund certain employee stock compensation plans.
During the meeting, Stephen F. Bollenbach, president and chief executive
officer of Hilton Hotels Corporation, announced that Arthur M. Goldberg,
chairman and chief executive officer of Bally Entertainment Corporation, will
become executive vice president, Hilton Hotels Corporation and president -
gaming operations, reporting directly to Bollenbach. In this position, which
will become effective immediately upon completion of the acquisition, Goldberg
will have overall management responsibility for the combined Hilton-Bally gaming
operation, which currently includes 16 casinos with more than 800,000 square
feet of gaming space. Additionally, and as previously announced, Goldberg will
join the Hilton Board of Directors.
Goldberg, who joined Bally in 1990, is widely credited with reshaping the
company through aggressive restructuring and reduction of long-term debt, and
subsequently building it into one of the world's most successful gaming
organizations. In January 1996, Bally spun off its fitness center chain into a
separate publicly held company, of which Goldberg is chairman.
Previously, Goldberg was president and chief executive officer of
International Controls Corporation, a defense contractor. He also has headed
Transco Group, Inc., a New Jersey-based transportation company.
An influential presence in the casino industry, Goldberg currently serves
as a board member of the New Jersey Casino Reinvestment Development Authority.
He is also on the executive committee of the board of directors of First Union
Corporation, the nation's sixth largest bank, and serves on the boards of First
Union, N.A. and Yeshiva University's Benjamin N. Cardozo School of Law, and the
board of trustees of Villanova Law School.
Goldberg earned a bachelor of arts degree from Rutgers University and
obtained his juris doctor degree at Villanova Law School.
"Arthur's experience in the gaming industry, his knowledge of the major Las
Vegas and Atlantic City markets and general business acumen will be key assets
as we create and operate the largest and strongest gaming company in the world,"
Bollenbach said. "I am delighted that Arthur has accepted the responsibility of
running our worldwide gaming operations, and I am looking forward to working
closely with him to achieve maximum growth and earnings for our shareholders."
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