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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HILTON HOTELS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2058176
(State of incorporation or organization) (I.R.S. Employer Identification No.)
9336 Civic Center Drive 90210
Beverly Hills, California (Zip Code)
(Address of principal executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
Title of each class to Name of each exchange on which
be so registered each class is to be registered
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__% Convertible New York Stock Exchange
Subordinated Notes Pacific Stock Exchange
due 2006
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:
None
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(Title of each class to be registered)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Securities to be registered hereunder is
contained in the sections entitled "Description of the Notes" and "Description
of Capital Stock" in the Registrant's Registration Statement on Form S-3,
Registration No. 333-02321 and is incorporated herein by reference.
ITEM 2. EXHIBITS.
Exhibit
Number Description
- ------ -----------
1. Restated Certificate of Incorporation of Registrant, as amended
(incorporated herein by reference from Exhibit 3.1 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1987)
2. By-Laws of Registrant, as amended (incorporated herein by reference
from Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992)
3. Amendment to By-Laws of Registrant, relating to Exhibit 2 hereto
(incorporated herein by reference from Exhibit 3.3 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995)
4. Form of Indenture, dated as of ________ __, 1996, between Registrant
and The Bank of New York, regarding Registrant's ___% Convertible
Subordinated Notes due 2006 (incorporated herein by reference from
Exhibit 4.1 to the Registration Statement (File No. 333-02321) filed
April 5, 1996 )
5. Form of Note (included in Exhibit 4 hereto)
6. Form of Common Stock Certificate (incorporated herein by reference
from Exhibit 4.2 to the Registration Statement (File No. 333-02321)
filed April 5, 1996)
7. Rights Agreement, dated as of July 14, 1988, between Registrant and
The First National Bank of Chicago (incorporated herein by reference
from Exhibit 1 to Registrant's Current Report on Form 8-K, dated July
14, 1988)
8. Agreement Amending Rights Agreement and Changing Rights Agreement,
dated as of July 13, 1990, between Registrant, The First National Bank
of Chicago and Manufacturers Hanover Trust Company of California
9. 1984 Stock Option and Stock Appreciation Rights Plan of Registrant,
together with the Stock Option Agreement relating thereto, both as
amended (incorporated
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herein by reference from Exhibit 10.5 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1989)
10. Amendment, dated October 18, 1990, to the 1984 Stock Option and Stock
Appreciation Rights Plan of Registrant, relating to Exhibit 9 hereto
(incorporated herein by reference from Exhibit 10.3 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1990)
11. 1990 Stock Option and Stock Appreciation Rights Plan of Registrant,
together with the Stock Option Agreement relating thereto, both as
amended (incorporated herein by reference from Exhibit 10.4 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1990)
12. Amendment, dated January 20, 1994, to the 1990 Stock Option and Stock
Appreciation Rights Plan of Registrant, relating to Exhibit 11 hereto
(incorporated herein by reference from Exhibit 10.5 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993)
13. Amendment, dated January 19, 1995, to the 1990 Stock Option and Stock
Appreciation Rights Plan of Registrant, relating to Exhibits 11 and 12
hereto (incorporated herein by reference from Exhibit 10.5 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1994)
14. 1996 Stock Incentive Plan of Registrant (incorporated herein by
reference from Exhibit 10.6 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995)
15. 1996 Chief Executive Stock Incentive Plan of Registrant (incorporated
herein by reference from Exhibit 10.7 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1995)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
DATE: May 2, 1996 HILTON HOTELS CORPORATION
("Registrant")
By: /s/ Cheryl Marsh
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Cheryl Marsh
Vice President and
Corporate Secretary
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EXHIBIT 8
AGREEMENT AMENDING RIGHTS AGREEMENT
AND CHANGING RIGHTS AGENT
AGREEMENT, dated as of July 13, 1990, (the "Agreement"), between Hilton
Hotels Corporation, a Delaware Corporation (the "Company"), The First National
Bank of Chicago, a national banking corporation, and Manufacturers Hanover Trust
Company of California, a California Trust Company, ("Manufacturers Hanover").
W I T N E S S E T H
WHEREAS, the Company and First National Bank of Chicago entered into a
Rights Agreement, dated as of July 14, 1988 under which the First National Bank
of First Chicago is the Rights Agent;
WHEREAS, First National Bank of Chicago desires to be relieved of its
duties as Rights Agent under the Rights Agreement; and
WHEREAS, the Company desires to appoint Manufacturers Hanover as successor
Rights Agent under the Rights Agreement and, in that connection, amend the
Rights Agreement in certain respects;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
I. RESIGNATION OF RIGHTS AGENT: The First National Bank of Chicago
hereby resigns as Rights Agent under the Rights Agreement, effective as of the
close of business on the date hereof, and the Company accepts such resignation.
II. APPOINTMENT OF SUCCESSOR RIGHTS AGENT. The Company hereby appoints
Manufacturers Hanover as successor Rights Agent under the Rights Agreement,
effective as of the close of business on the date hereof, and Manufacturers
Hanover hereby accepts such appointment.
III. AMENDMENT OF RIGHTS AGREEMENT. Effective as of the appointment of
Manufacturers Hanover as successor Rights Agent, the Rights Agreement shall be
and hereby is amended as follows:
Section 1. (d) "Business Day" shall mean any day other than a Saturday, a
Sunday or a day on which banking institutions in the States of New
York and California are authorized or obligated by law or executive
order to close.
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Agreement Amending
Rights Agreement &
Changing Rights Agent
Page - 2 -
(e) "Close of Business" on any given date shall mean 5:00 o'clock
p.m., Los Angeles time, on such date; provided, however, that if
such date is not a Business Day, it shall mean 5:00 o'clock p.m.,
Los Angeles time, on the next succeeding Business Day.
Section 1. (o) added to read:
"(o) Rights Agent shall be Manufacturers Hanover Trust Company of
California as successor Rights Agent duly appointed by company
effective 16th of July, 1990."
Section 3. (c) is amended to read:
"(c) Rights have been and shall continue to be issued in respect of
all shares of Common Stock that are issued (whether originally
issued or from the Company's treasury) after the Record Date but
prior to the earlier of the Distribution Date or the Expiration
Date. Certificates representing such shares of Common Stock shall
also be deemed to be certificates for Rights. Certificates for
Common Stock issued after the Record Date but prior to the Amendment
Date, bore, and shall continue to bear, a legend (the "Initial
Legend") as set forth in Section 3 (c) of the Agreement. Commencing
as soon as reasonably practicable following the Amendment Date,
certificates for Common Stock issued on or after the Amendment Date
shall bear the following legend (the "Revised Legend"):
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement between Hilton
Hotels Corporation and the First National Bank of Chicago, dated as
of July 14, 1988 (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is on
file at the principal executive offices of Hilton Hotels
Corporation. Under certain circumstances, as set forth in the
Rights agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate.
Hilton Hotels Corporation will mail to the holder of this
certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor. Under certain circumstances,
as set forth in the Rights Agreement, Rights issued to any Person
who becomes an Acquiring Person (as defined in the Rights Agreement)
may become null and void.
Manufacturers Hanover Trust Company of California has been appointed
Rights Agent, as successor to the First National Bank of Chicago
under and pursuant to Section 21 of the Rights Agreement.
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Agreement Amending
Rights Agreement &
Changing Rights Agent
Page - 3 -
With respect to such certificates bearing the Initial Legend or the
Revised Legend, until the earlier of (i) the Distribution Date or
(ii) the Expiration Date, the Rights associated with the Common
Stock represented by such certificates shall be evidenced by such
certificates alone and registered holders of Common Stock shall also
be the registered holders of the associated Rights, and the transfer
of any of such certificates shall also constitute the transfer of
the Rights associated with the Common Stock represented by such
certificates.
Section 21. is amended to delete:
"Any successor Rights agent, whether appointed by the Company or by
such a court, shall be a corporation organized and doing business
under the laws of the United States or of the State of Illinois or
the State of New York (or of any other state of the United States so
long as such corporation is authorized to do business as a banking
institution in the State of Illinois or the State of New York), in
good standing, having an office in the State of Illinois or the
State of New York, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority and which
has at the time of its appointment as Rights Agent a combined
capital and surplus of at least $50 million".
and substitute in lieu thereof the following:
"Any successor Rights agent, whether appointed by the Company or by
such a court, shall be a corporation organized and doing business
under the laws of the United States or of the State of California or
the State of New York (or of any other state of the United States so
long as such corporation is authorized to do business as a banking
institution in the State of California or the State of New York), in
good standing, having an office in the State of California or the
state of New York, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority and which
has at the time of its appointment as Rights agent a combined
capital and surplus of at least $10 million".
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Agreement Amending
Rights Agreement &
Changing Rights Agent
Page - 4 -
Section 26. is amended to delete the following:
"The First National Bank of Chicago
One First National Plaza
Suite 0123
Chicago, Illinois 60670
Attention: Shareholders Services Administration"
and substitute in lieu thereof the following:
"Manufacturers Hanover Trust Company of California
300 South Grand Avenue, Second Floor
Los Angeles, California 90071
Attention: Vice President/Shareholder
Services Administrator"
IV. EXHIBIT "B" OF THE RIGHTS AGREEMENT is amended to delete the words:
"(the "Rights Agreement"), between Hilton Hotels Corporation, a
Delaware corporation (the "Company"), and The First National Bank of
Chicago (the "Rights Agent"), to purchase from the Company at any
time after the Distribution Date (as such term is defined in the
Rights Agreement) and prior to 5:00 P.M., Chicago time, on July 25,
1998 at the principal office of the Rights Agent."
from the first sentence from the second paragraph and substitute in
lieu thereof:
"(the "Rights Agreement"), between Hilton Hotels Corporation, a
Delaware corporation (the "Company"), and The First National Bank of
Chicago (the "Rights Agent"), to purchase from the Company at any
time after the Distribution Date (as such term is defined in the
Rights Agreement) as amended. (The "Rights Agreement") between the
Company, The First National Bank of Chicago and Manufacturers
Hanover Trust Company of California (the "Rights Agent") and prior
to 5:00 p.m., Los Angeles time, on July 25, 1998 at the principal
office of the Rights Agent, or at the office of its successor as
Rights Agent".
V. All references to the "First National Bank of Chicago" shall for all
purposes be deemed to refer instead to Manufacturers Hanover Trust Company of
California.
VI. All references to (Exhibit "B") - Form of Rights certificate shall
be deemed to refer to (Exhibit "B") as amended by this Agreement.
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Agreement Amending
Rights Agreement &
Changing Rights Agent
Page - 5 -
VII. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the day and year first above written.
HILTON HOTELS CORPORATION
ATTEST:
By:/s/ Cheryl Marsh By:/s/ M.J. Scanlon
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Corporate Secretary Senior Vice President/Finance
THE FIRST NATIONAL BANK OF
CHICAGO
ATTEST:
By:/s/ D. Calcapo By:/s/ M. Phalen
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Trust Officer Vice President
MANUFACTURERS HANOVER TRUST
COMPANY OF CALIFORNIA
ATTEST:
By: Illegible By:Roxanne A. Pinat
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Assistant Vice President Vice President
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