<PAGE>
As filed with the Securities and Exchange Commission on December 2, 1996.
Registration No. ___-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
Hilton Hotels Corporation
(Exact name of registrant as specified in its charter)
___________________
Delaware 36-2058176
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9336 Civic Center Drive
Beverly Hills, California 90210
(310) 278-4321
___________________
(Address of principal executive offices)
HILTON HOTELS CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Cheryl L. Marsh, Esq.
Vice President and Corporate Secretary
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, California 90210
___________________
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (310) 278-4321
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000/(1),/ /(2)/ $28.50/(3)/ $57,000,000/(3)/ $19,656/(3)/
$2.50 par value shares
- ------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, options and other rights to purchase or acquire
the shares of Common Stock covered by the Prospectus and, pursuant to Rule
416(c) under the Securities Act of 1933, an indeterminate number of shares
which by reason of certain events specified in the Plan may become subject
to the Plan.
(2) Each share is accompanied by a common share purchase right pursuant to the
Registrant's Amended and Restated Rights Agreement, dated July 14, 1988,
with ChaseMellon Shareholder Services, as Rights Agent.
(3) Pursuant to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon the average
of the high and low prices of the Common Stock on November 25, 1996, as
reported on the New York Stock Exchange and published in The Western
Edition of The Wall Street Journal.
The Exhibit Index for this Registration Statement is at page 9.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to optionees
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Act"). Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Act. These documents, which
include the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Act.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Hilton Hotels Corporation (the "Company")
filed with the Securities and Exchange Commission are incorporated herein by
reference:
(a) Annual Report on Form 10-K for the Company's fiscal year ended
December 31, 1995 (the "Form 10-K");
(b) Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1996, June 30, 1996 and September 30, 1996;
(c) The portions of the Company's Proxy Statement on Schedule 14A for the
Annual Meeting of Stockholders held on May 9, 1996 filed with the
Commission on March 16, 1996 that have been incorporated by reference
into the Form 10-K;
(d) The portions of the Company's 1995 Annual Report to Stockholders for
the year ended December 31, 1995 filed with the Commission on March
22, 1996 that have been incorporated by reference into the Form 10-K;
(e) Amended Quarterly Report on Form 10-Q/A for the quarter ended
March 31, 1996 filed with the Commission on May 7, 1996;
(f) Current Reports on Form 8-K dated June 6, 1996, August 29, 1996 and
September 19, 1996;
(g) Description of the Company's Common Stock included in a Registration
Statement on Form 8-A filed with the Commission on May 18, 1986;
(h) Description of the Rights included in a Registration Statement on Form
8-A filed with the Commission on July 22, 1988; and
(i) Description of the Company's Preferred Redeemable Increased Dividend
Equity Securities, 8% PRIDES, Convertible Preferred Stock included in
a Registration Statement on Form 8-A filed with the Commission on
November 26, 1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into the prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a
3
<PAGE>
document, all or a portion of which is incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock, par value $2.50, (the "Common Stock") is
registered pursuant to Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the original issuance of the Common Stock registered
hereby is passed on for the Company by Cheryl L. Marsh, Esq. Ms. Marsh is
compensated by the Company and is the holder of options to acquire shares of
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, Article XI of the
Company's Restated Certificate of Incorporation, as amended, and Paragraph 35 of
the Company's By-Laws as amended, authorize and empower the Company to indemnify
its directors, officers, employees and agents, and agreements with each of the
Company's directors and executive officers provide for indemnification against
liabilities incurred in connection with and related expenses resulting from, any
claim, action or suit brought against any such person as a result of such
person's relationship with the Company, provided that such persons acted in
accordance with a stated standard of conduct in connection with the acts or
events on which such claim, action or suit is based. The finding of either civil
or criminal liability on the part of such persons in connection with such acts
or events is not necessarily determinative of the question of whether such
persons have met the required standard of conduct and are, accordingly, entitled
to be indemnified.
The Company has purchased for the benefit of its officers and
directors and those of certain subsidiaries insurance policies whereby the
insurance companies agree, among other things, that in the event any such
officer or director becomes legally obligated to make a payment (including legal
fees and expenses) in connection with an alleged wrongful act, such insurance
companies will pay the Company up to $100,000,000. Wrongful act means any breach
of duty, neglect, error, misstatement, misleading statement or other act done by
an officer or director of the Company or any subsidiary.
Reference is made to any Underwriting Agreement to be incorporated by
reference in the Prospectus, for provisions regarding indemnification of the
Company and its officers, directors and controlling persons against certain
liabilities.
4
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated
by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to
5
<PAGE>
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on November 14, 1996.
By: /s/ Stephen F. Bollenbach
-------------------------
Stephen F. Bollenbach
Its: President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Cheryl
L. Marsh his or her true and lawful attorney-in-fact and agent, with full powers
of substitution and resubstitution, for him or her and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Barron Hilton Chairman of the Board November 14, 1996
- -----------------
Barron Hilton
/s/ Stephen F. Bollenbach Director, President and Chief November 14, 1996
- ------------------------- Executive Officer (Principal
Stephen F. Bollenbach Executive Officer)
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ A. Steven Crown Director November 14, 1996
- -------------------
A. Steven Crown
/s/ Eric M. Hilton Director November 14, 1996
- ------------------
Eric M. Hilton
/s/ Dieter H. Huckestein Director November 14, 1996
- ------------------------
Dieter H. Huckestein
/s/ Robert L. Johnson Director November 14, 1996
- ---------------------
Robert L. Johnson
/s/ Donald R. Knab Director November 14, 1996
- ------------------
Donald R. Knab
/s/ Benjamin V. Lambert Director November 14, 1996
- -----------------------
Benjamin V. Lambert
/s/ Donna F. Tuttle Director November 14, 1996
- -------------------
Donna F. Tuttle
/s/ Sam D. Young, Jr. Director November 14, 1996
- ---------------------
Sam D. Young, Jr.
/s/ Matthew J. Hart Executive Vice President and November 14, 1996
- ------------------- Chief Financial Officer
Matthew J. Hart (Principal Financial and
Accounting Officer)
</TABLE>
S-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
<C> <S> <C>
4.1 Hilton Hotels Corporation Employee Stock
Purchase Plan.
4.2 Form of Subscription Agreement.
5. Opinion of Company Counsel (opinion re legality).
23.1 Consent of Arthur Andersen, as
Independent Public Accountants.
23.2 Consent of Company Counsel (included in Exhibit 5).
24. Power of Attorney (included in this Registration
Statement under "Signatures").
</TABLE>
<PAGE>
EXHIBIT 4.1
HILTON HOTELS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S>....................................................................... <C>
1. PURPOSE.............................................................. 1
2. DEFINITIONS.......................................................... 1
3. ELIGIBILITY.......................................................... 3
4. STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS........................ 3
5. OFFERING PERIODS..................................................... 3
6. PARTICIPATION........................................................ 4
7. METHOD OF PAYMENT OF CONTRIBUTIONS................................... 4
8. GRANT OF OPTION...................................................... 5
9. EXERCISE OF OPTION................................................... 5
10. DELIVERY............................................................. 5
11. TERMINATION OF EMPLOYMENT; REDUCTION IN SERVICE...................... 6
12. ADMINISTRATION....................................................... 6
13. DESIGNATION OF BENEFICIARY........................................... 7
14. TRANSFERABILITY...................................................... 7
15. USE OF FUNDS; INTEREST............................................... 8
16. REPORTS.............................................................. 8
17. ADJUSTMENTS OF AND CHANGES IN THE STOCK.............................. 8
18. TERM OF PLAN; AMENDMENT OR TERMINATION............................... 9
19. NOTICES.............................................................. 9
20. CONDITIONS UPON ISSUANCE OF SHARES................................... 9
21. ADDITIONAL RESTRICTIONS OF RULE 16b-3................................ 9
22. EMPLOYEE'S RIGHTS.................................................... 10
</TABLE>
i
<PAGE>
HILTON HOTELS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the Hilton Hotels Corporation
Employee Stock Purchase Plan, effective January 1, 1997.
1. PURPOSE
The purpose of this Plan is to provide Eligible Employees with an incentive
to advance the best interests of Hilton Hotels Corporation by providing a
method whereby they may voluntarily purchase Common Stock at a favorable
price and upon favorable terms. This Plan is not intended to meet the
requirements of Section 423 of the Code.
2. DEFINITIONS
Capitalized terms used herein which are not otherwise defined shall have
the following meanings.
"Account" shall mean the bookkeeping account maintained by the
-------
Company, or by a recordkeeper on behalf of the Company, for a Participant
pursuant to Section 7(a).
"Board" shall mean the Board of Directors of the Company.
-----
"Code" shall mean the Internal Revenue Code of 1986, as amended.
----
"Committee" shall mean the committee appointed by the Board to
---------
administer this Plan pursuant to Section 12.
"Common Stock" shall mean the Common Stock of the Company.
------------
"Company" shall mean Hilton Hotels Corporation, a Delaware
-------
corporation.
"Compensation" shall mean the following: regular earnings, overtime,
------------
shift premium, shift differential, vacation pay, incentive compensation,
and bonuses. Compensation also includes amounts contributed as salary
reduction contributions to a plan qualifying under Section 401(k), 125 or
129 of the Code. Compensation includes tips, tokens and gratuities, but
only to the extent that such tips, tokens and gratuities are actually
reported as income subject to income tax withholding on form W-2 for an
Eligible Employee. Any other form of remuneration is excluded from
Compensation, including prizes, awards,
1
<PAGE>
housing allowances, stock option exercises, restricted stock exercises,
performance awards, auto allowances and other forms of imputed income.
"Contributions" shall mean all bookkeeping amounts credited to the
-------------
Account of a Participant pursuant to Section 7(a).
"Eligible Employee" shall mean any employee of the Company or of any
-----------------
Subsidiary which has been designated in writing by the Committee as a
"Participating Subsidiary," except that any employee who has not as of the
Grant Date completed at least 12 months of continuous full-time employment
with the Company or a Subsidiary or whose customary employment is for less
than 30 hours per week shall not be an Eligible Employee. In addition, no
person whose employment is subject to the terms of a collective bargaining
agreement shall be an Eligible Employee, unless the terms of such agreement
specifically extend the benefits of this Plan to such employee.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
------------
amended.
"Exercise Date" shall mean, with respect to an Offering Period, the
-------------
first business day of the month following the end of that Offering Period.
"Fair Market Value" shall mean the closing price of a Share on The New
-----------------
York Stock Exchange on such date (or, in the event that the Common Stock is
not traded on such date, on the immediately preceding trading date), as
reported in The Wall Street Journal or, in the event the Common Stock is
--- ---- ------ -------
not listed on The New York Stock Exchange, the "Fair Market Value" shall be
the closing price of the Common Stock for such date (or, in the event that
the Common Stock is not traded on such date, on the immediately preceding
trading date), as reported by the National Association of Securities
Dealers Automated Quotation ("NASDAQ") or, if such price is not reported,
the mean of the bid and asked prices per Share as reported by NASDAQ or, if
such prices are not so listed or reported, as determined by the Committee
(or its delegate), in its discretion.
"Grant Date" shall mean the first business day of each Offering
----------
Period.
"Offering Period" shall mean the 6-consecutive month period commencing
---------------
on each January 1 or July 1.
"Option" shall mean the nonqualified stock option to acquire Shares
------
granted to a Participant pursuant to Section 8.
"Option Price" shall mean the per share exercise price of an Option as
------------
determined in accordance with Section 8(b).
2
<PAGE>
"Participant" shall mean an Eligible Employee who has elected to
-----------
participate in this Plan and who has filed a valid and effective
Subscription Agreement to make Contributions pursuant to Section 6.
"Plan" shall mean this Hilton Hotels Corporation Employee Stock
----
Purchase Plan, as amended from time to time.
"Share" shall mean a share of Common Stock.
-----
"Subscription Agreement" shall mean the agreement filed by an Eligible
----------------------
Employee with the Company pursuant to Section 6 to participate in this
Plan.
"Subsidiary" shall mean any corporation in an unbroken chain of
----------
corporations (beginning with the Company) in which each corporation (other
than the last corporation) owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one or more of the other
corporations in the chain.
3. ELIGIBILITY
Any person employed as an Eligible Employee as of a Grant Date shall be
eligible to participate in this Plan during the Offering Period in which
such Grant Date occurs, subject to the Eligible Employee satisfying the
requirements of Section 6.
4. STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS
The total number of Shares to be made available under this Plan is
2,000,000 authorized and unissued or treasury shares of Common Stock,
subject to adjustments pursuant to Section 17. In the event that all of
the Shares made available under this Plan are subscribed prior to the
expiration of this Plan, this Plan may be terminated in accordance with
Section 18.
5. OFFERING PERIODS
During the term of this Plan, the Company will offer Options to purchase
Shares to all Participants during each Offering Period. Each Option shall
become effective on the Grant Date. The term of each Option is 6 months
and shall end on the Exercise Date. Offering Periods shall continue until
this Plan is terminated in accordance with Section 18, or, if earlier,
until no Shares remain available for Options pursuant to Section 4.
3
<PAGE>
6. PARTICIPATION
An Eligible Employee may become a participant in this Plan by completing a
Subscription Agreement on a form approved by and in a manner prescribed by
the Committee (or its delegate). To become effective, Subscription
Agreements must be filed with the Company prior to the applicable Grant
Date and must set forth the percentage of such Eligible Employee's
Compensation (which shall be a whole percentage point not less than 1% and
not more than 10%) to be credited to the Participant's Account as
Contributions each pay period. Subscription Agreements shall contain the
Eligible Employee's authorization and consent to the Company's withholding
from his or her Compensation the amount of his or her Contributions.
Subscription Agreements shall remain valid for all Offering Periods until
(i) an Eligible Employee's participation terminates pursuant to the terms
hereof, or (ii) until a new Subscription Agreement becomes effective
pursuant to Section 7.
7. METHOD OF PAYMENT OF CONTRIBUTIONS
(a) The Company shall maintain on its books, or cause to be maintained by
a recordkeeper, an Account in the name of each Participant. The
percentage of Compensation elected to be applied as Contributions by a
Participant shall be deducted from such Participant's Compensation on
each payday during the period for payroll deductions set forth below
and such payroll deductions shall be credited to that Participant's
Account as soon as administratively practicable after such date. A
Participant may not make any additional payments into his or her
Account. A Participant's Account shall be reduced by any amounts used
to pay the Option Price of Shares acquired, or by any amounts
distributed, pursuant to the terms hereof.
(b) Payroll deductions with respect to an Offering Period shall commence
as of the first day of the payroll period which coincides with or
immediately follows the applicable Grant Date and shall end on the
last day of the payroll period which immediately precedes the
applicable Exercise Date, unless sooner terminated by the Participant
as provided in this Section or until his or her participation
terminates pursuant to Section 11.
(c) The maximum amount of Contributions to a Participant's Account in any
one Offering Period shall not exceed $12,500. Should a Participant's
Account balance reach $12,500, such Participant's payroll deductions
made pursuant to this Section shall terminate. Should a Participant's
Account balance exceed $12,500, any such excess
4
<PAGE>
shall be refunded to such Participant as soon as administratively
practicable.
(d) A Participant may terminate his or her Contributions by completing and
filing with the Company, on such terms as the Committee (or its
delegate) may prescribe, a new Subscription Agreement. Such
termination shall be effective as soon as administratively practicable
after its receipt by the Company.
(e) A Participant may otherwise change the amount of his or her
Contributions effective as of the next Grant Date by completing and
filing with the Company, on such terms as the Committee (or its
delegate) may prescribe, a new Subscription Agreement.
8. GRANT OF OPTION
(a) On each Grant Date, each Eligible Employee who is a participant during
that Offering Period shall be granted an Option to purchase a number
of Shares. The Option shall be exercised on the Exercise Date. The
number of Shares subject to the Option shall be determined by dividing
the Participant's Account balance as of the applicable Exercise Date
by the Option Price.
(b) The Option Price per Share of the Shares subject to an Option shall be
the lesser of: (i) 95% of the Fair Market Value of a Share on the
applicable Grant Date; or (ii) 95% of the Fair Market Value of a Share
on the applicable Exercise Date.
9. EXERCISE OF OPTION
Unless a Participant's Plan participation is terminated as provided in
Section 11, his or her Option for the purchase of Shares shall be exercised
automatically on the Exercise Date for that Offering Period, without any
further action on the Participant's part, and the maximum number of whole
Shares subject to such Option shall be purchased at the Option Price with
the balance of such Participant's Account. If any amount (which is not
sufficient to purchase a whole Share) remains in a Participant's Account
after the exercise of his or her Option on the Exercise Date: (i) such
amount shall be credited to such Participant's Account for the next
Offering Period, if he or she is then a Participant; or (ii) if such
Participant is not a Participant in the next Offering Period, or if the
Committee so elects, such amount shall be refunded to such Participant as
soon as administratively practicable after such date.
5
<PAGE>
10. DELIVERY
As soon as administratively practicable after the Exercise Date, the
Company shall deliver to each Participant a certificate representing the
Shares purchased upon exercise of his or her Option. The Company may make
available an alternative arrangement for delivery of Shares to a
recordkeeping service. The Committee (or its delegate) in its discretion
may either require or permit the Participant to elect that such
certificates be delivered to such recordkeeping service.
11. TERMINATION OF EMPLOYMENT; REDUCTION IN SERVICE
(a) Upon a Participant's termination from employment with the Company and
its Subsidiaries for any reason (including, but not limited to, death
or retirement), or in the event that a Participant is no longer an
Eligible Employee, at any time prior to the last day of an Offering
Period in which he or she participates, such Participant's Account
shall be paid to him or her or in cash, or, in the event of such
Participant's death, paid to the person or persons entitled thereto
under Section 13, and such Participant's Option for that Offering
Period shall be automatically terminated.
(b) A Participant's termination from Plan participation precludes the
Participant from again participating in this Plan during that Offering
Period. However, such termination shall not have any effect upon his
or her ability to participate in any succeeding Offering Period,
provided that the applicable eligibility and participation
requirements are again then met. A Participant's termination from
Plan participation shall be deemed to be a revocation of that
Participant's Subscription Agreement and such Participant must file a
new Subscription Agreement to resume Plan participation in any
succeeding Offering Period.
12. ADMINISTRATION
The Board shall appoint the Committee which shall supervise and administer
this Plan and shall have full power and discretion to adopt, amend and
rescind any rules deemed desirable and appropriate for the administration
of this Plan and not inconsistent with the terms of this Plan, and to make
all other determinations necessary or advisable for the administration of
this Plan. No member of the Committee shall be entitled to act on or
decide any matter relating solely to himself or herself or any of his or
her rights or benefits under this Plan. The Committee shall have full
power and discretionary authority to construe and interpret the terms and
conditions of this Plan, which construction or interpretation shall be
final and binding on all parties including the Company, Participants and
Beneficiaries. The composition of the Committee shall be in
6
<PAGE>
accordance with the requirements to obtain or retain any available
exemption from Section 16(b) of the Exchange Act.
13. DESIGNATION OF BENEFICIARY
(a) A Participant may file, in a manner prescribed by the Committee (or
its delegate), a written designation of a beneficiary who is to
receive any Shares or cash from such Participant's Account under this
Plan in the event of such Participant's death. If a Participant's
death occurs subsequent to the end of an Offering Period but prior to
the delivery to him or her of any Shares deliverable under the terms
of this Plan, such Shares and any remaining balance of such
Participant's Account shall be paid to such beneficiary (or such other
person as set forth in Section 13(b)) as soon as administratively
practicable after the Company receives notice of such Participant's
death and any outstanding unexercised Option shall terminate. If a
Participant's death occurs at any other time, the balance of such
Participant's Account shall be paid to such beneficiary (or such other
person as set forth in Section 13(b)) in cash as soon as
administratively practicable after the Company receives notice of such
Participant's death and such Participant's Option shall terminate. If
a Participant is married and the designated beneficiary is not his or
her spouse, spousal consent shall be required for such designation to
be effective.
(b) Beneficiary designations may be changed by the Participant (and his or
her spouse, if required) at any time on forms provided and in the
manner prescribed by the Committee (or its delegate). If a
Participant dies with no validly designated beneficiary under this
Plan who is living at the time of such Participant's death, the
Company shall deliver all Shares and/or cash payable pursuant to the
terms hereof to the executor or administrator of the estate of the
Participant, or if no such executor or administrator has been
appointed, the Company, in its discretion, may deliver such Shares
and/or cash to the spouse or to any one or more dependents or
relatives of the Participant, or if no spouse, dependent or relative
is known to the Company, then to such other person as the Company may
designate.
14. TRANSFERABILITY
Neither Contributions credited to a Participant's Account nor any Options
or rights with respect to the exercise of Options or right to receive
Shares under this Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 13) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be
without effect, except that the Company
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may treat such act as an event terminating such Participant's status as an
Eligible Employee for that Offering Period for purposes of, and such
Participant's Plan participation for that Offering Period may be terminated
pursuant to, Section 11. During a Participant's lifetime, Options shall
only be exercisable by him or her.
15. USE OF FUNDS; INTEREST
All Contributions received or held by the Company under this Plan will be
included in the general assets of the Company and may be used for any
corporate purpose. No interest will be paid to any Participant or credited
to his or her Account under this Plan.
16. REPORTS
Statements shall be provided to Participants as soon as administratively
practicable following each Exercise Date. Each Participant's statement
shall set forth, as of such Exercise Date, that Participant's Account
balance immediately prior to the exercise of his or her Option, the Fair
Market Value of a Share, the Option Price, the number of Shares purchased
and his or her remaining Account balance, if any.
17. ADJUSTMENTS OF AND CHANGES IN THE STOCK
In the event that the Shares shall be changed into or exchanged for a
different number or kind of shares of stock or other securities of the
Company or of another corporation (whether by reason or merger,
consolidation, recapitalization, stock split, combination of shares, or
otherwise), or if the number of Shares shall be increased through a stock
split or the payment of a stock dividend, then there shall be substituted
for or added to each Share theretofore reserved for sale under this Plan,
the number and kind of shares of stock or other securities into which each
outstanding Share shall be so changed, or for which each such Share shall
be exchanged, or to which each such Share is entitled, as the case may be,
or the number or kind of securities which may be sold under this Plan and
the purchase price per Share shall be appropriately adjusted consistent
with such change in such manner as the Committee (or its delegate) may deem
equitable to prevent substantial dilution or enlargement of rights granted
to, or available for, Eligible Employees under this Plan.
8
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18. TERM OF PLAN; AMENDMENT OR TERMINATION
(a) This Plan shall become effective January 1, 1997. No new Offering
Periods shall commence after December 31, 2006 and this Plan shall
terminate on the first business day following such date unless sooner
terminated pursuant to this Section 18.
(b) The Board may amend, modify or terminate this Plan at any time without
notice, provided that no Participant's existing rights are adversely
affected thereby.
19. NOTICES
All notices or other communications by a Participant to the Company
contemplated by this Plan shall be deemed to have been duly given when
received in the form and manner specified by the Committee (or its
delegate) at the location, or by the person, designated by the Committee
(or its delegate) for that purpose.
20. CONDITIONS UPON ISSUANCE OF SHARES
Shares shall not be issued with respect to an Option unless the exercise of
such Option and the issuance and delivery of such Shares complies with all
applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, any
applicable state securities laws, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the
Shares may then be listed.
As a condition precedent to the exercise of any Option, if, in the opinion
of counsel for the Company such a representation is required under
applicable law, the Company may require any person exercising such Option
to represent and warrant that the Shares subject thereto are being acquired
only for investment and without any present intention to sell or distribute
such Shares.
21. ADDITIONAL RESTRICTIONS OF RULE 16b-3
The terms and conditions of Options granted hereunder to, and the purchase
of Shares by, persons subject to Section 16 of the Exchange Act shall
comply with the applicable provisions of Rule 16b-3 promulgated thereunder
("Rule 16b-3"). This Plan shall be deemed to contain, and Options shall
contain, and the Shares issued upon exercise thereof shall be subject to,
such additional conditions and restrictions as the Committee (or its
delegate) may determine, in its discretion, are required by Rule 16b-3 to
qualify for the maximum exemption available from Section 16 of the Exchange
Act.
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22. EMPLOYEE'S RIGHTS
Nothing in this Plan shall prevent the Company or any Subsidiary from
terminating any employee's employment. No employee shall have any rights
as a shareholder until a certificate for Shares has been issued in the
Participant's name following exercise of his or her Option.
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EXHIBIT 4.2
HILTON HOTELS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
Attached to this Subscription Agreement as Exhibits A and B are copies of
the Hilton Hotels Corporation Employee Stock Purchase Plan (the "Plan") and
related Prospectus. The Plan is voluntary and provides Eligible Employees the
opportunity to purchase shares of the Company's Common Stock at a discount. You
should complete this form if you want to participate in the Plan commencing with
the January 1, 1997 to June 30, 1997 Offering Period. IN ORDER TO BE VALID,
THIS SUBSCRIPTION AGREEMENT MUST BE PROPERLY EXECUTED AND RECEIVED BY THE
COMPANY ON OR BEFORE DECEMBER 20, 1996. THIS SUBSCRIPTION AGREEMENT WILL REMAIN
IN EFFECT FOR SUBSEQUENT OFFERING PERIODS UNLESS YOUR PLAN PARTICIPATION
TERMINATES OR UNTIL YOU FILE A NEW SUBSCRIPTION AGREEMENT WITH THE COMPANY
PURSUANT TO THE TERMS OF THE PLAN.
- --------------------------------------------------------------------------------
DEFERRAL ELECTION. If you are an Eligible Employee (as defined in the Plan) as
of January 1, 1997, you may participate in the Plan for the January 1, 1997 to
June 30, 1997 Offering Period. To commence participation in the Plan, initial
the box below and indicate the level of your Contributions.
[_] I hereby authorize the Company to deduct from my paycheck each pay period
________________% (designate a whole number from 1% to 10%) of my
Compensation (as such term is defined in the Plan), for the purchase of
Common Stock under the Plan. My Contributions will be deducted from each
one of my paychecks beginning with the first full pay period in 1997 and
will continue for this and subsequent Offering Periods unless my Plan
participation terminates or until I file a new Subscription Agreement with
the Company pursuant to the terms of the Plan. These deductions will
automatically stop for the remainder of an Offering Period if the total
amount of my Contributions during that period reaches $12,500.
- --------------------------------------------------------------------------------
BENEFICIARY DESIGNATION. (Please initial the following box.)
[_] I hereby acknowledge that I have read and completed the Beneficiary
Designation attached hereto as Exhibit C.
- --------------------------------------------------------------------------------
SIGNATURE. I hereby agree to be bound by the terms of the Plan, acknowledge
receipt of a copy of the Plan and Prospectus, and authorize the election and
beneficiary designation specified above.
- ------------------------------------ -----------------------------------
Signature Date
- ------------------------------------ -----------------------------------
Print Name Social Security Number
- ------------------------------------ -----------------------------------
Street Address City, State, Zip Code
<PAGE>
EXHIBIT 5
[LETTERHEAD OF HILTON HOTELS CORPORATION]
November 14, 1996
Hilton Hotels Corporation
9336 Civic Center Dr.
Beverly Hills, CA 90210
Re: Registration on Form S-8 of Hilton Hotels Corporation (the "Company")
---------------------------------------------------------------------
Ladies & Gentlemen:
At your request, I have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of 2,000,000 shares (the "Shares") of Common Stock, without par
value of the Company (the "Common Stock"), to be issued pursuant to the
Company's Employee Stock Purchase Plan (the "Plan"). I have examined the
proceedings heretofore taken and to be taken in connection with the
authorization of the Plan and the Common Stock to be issued pursuant to and in
accordance with the Plan.
Based upon such examination and upon such matters of fact and law as I have
deemed relevant, I am of the opinion that the Shares have been duly authorized
by all necessary corporate action on the part of the Company and, when issued in
accordance with such authorization, the provisions of the Plan and relevant
agreements duly authorized by and in accordance with the terms of the Plan, will
be validly issued, fully paid and non-assessable shares of Common Stock.
I consent to the use of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ CHERYL L. MARSH
--------------------------
Cheryl L. Marsh
CLM/ajw
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 1, 1996,
incorporated by reference in Hilton Hotels Corporation's Form 10-K for the year
ended December 31, 1995.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
-----------------------
Los Angeles, California
November 27, 1996
