<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 3, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
9336 CIVIC CENTER DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(Address of Principal Executive Offices) (Zip Code)
------------------
HILTON HOTELS CORPORATION 1997 INDEPENDENT DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
----------------------------------
CHERYL L. MARSH
VICE PRESIDENT AND CORPORATE SECRETARY
HILTON HOTELS CORPORATION
9336 CIVIC CENTER DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(Name and address of agent for service)
(310) 278-4321
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1)(2) PER SHARE (3) OFFERING PRICE (3) FEE
----------------------------------- ------------------ ----------------- -------------------- --------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$2.50 par value . . . . . . . . . . 200,000 (1) $31.75 $6,350,000 $1,874
- ------------------------------------------------------------------------------------------------------------------------------------
Series A Junior Participating
Preferred Stock Purchase Rights
("Rights") (2) . . . . . . . . . . * * * *
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- -----------------
(1) The Hilton Hotels Corporation 1997 Independent Director Stock Option Plan
(the "Plan") authorizes the issuance of a maximum of 200,000 shares.
(2) The Rights are initially carried and traded with the Shares. The value
attributable to the Rights, if any, is reflected in the value of the
Shares. Accordingly, pursuant to Rule 457(o) under the General Rules and
Regulations under the Securities Act of 1933, as amended (the "Act"),
which permits the registration fee to be calculated on the basis of the
maximum offering price of all securities listed, the table does not
specify by Rights as to the amount to be registered, proposed maximum
offering price per security or proposed maximum aggregate offering price.
(3) For purposes of computing the registration fee only. Pursuant to Rule
457(h) of the Securities Act, the Proposed Maximum Offering Price Per
Share is based upon the average of the high and low prices of the
securities being registered hereby on the New York Stock Exchange
Composite Tape on November 25, 1997.
Page 1 of 7 pages
Exhibit Index appears on Page 7
<PAGE>
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The registrant, Hilton Hotels Corporation, a Delaware corporation (the
"Company"), hereby incorporates the following documents in this Registration
Statement by reference:
A. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
B. The Company's Quarterly Reports on Forms 10-Q and 10-Q/A, if
applicable, for the quarters ended March 31, June 30 and
September 30, 1997;
C. Current Reports on Form 8-K dated January 21, April 14, April
15, June 4, July 17 and July 22, 1997;
D. Description of the Company's Common Stock included in a
Registration Statement on Form 8-A filed with the Securities
and Exchange Commission (the "Commission") on May 18, 1986; and
E. Description of the Rights included in a Registration Statement
on Form 8-A filed with the Commission on July 22, 1988.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing such documents. Any statement
contained in a document 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
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Page 2 of 7 pages
<PAGE>
Item 5. Interests of Named Experts and Counsel
The validity of the original issuance of the shares registered hereby
is passed on for the Company by Cheryl L. Marsh, Esq. Ms. Marsh is an officer
of the Company and is the holder of options to acquire 46,300 shares of Common
Stock under the Company's stock option plans.
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 are 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.
Hilton 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 Hilton or any subsidiary.
Reference is made to any Underwriting Agreement to be incorporated by
reference in any prospectus of the Company filed with the Commission for
provisions regarding indemnification of Hilton and its officers, directors and
controlling persons against certain liabilities.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 1997 Independent Director Stock Option Plan.
5.1 Opinion of Company Counsel.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Company Counsel (included in exhibit 5.1).
24.1 Powers of Attorney (included on signature page hereof).
Page 3 of 7 pages
<PAGE>
Item 9. Undertakings
(a) The Company 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 (the "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. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 registration statement is on Form S-3 or Form S-8,
and 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
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.
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining
any liability under the Act, each filing of the Company's annual
report pursuant to section 13(a) or 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 Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 of whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issues.
Page 4 of 7 pages
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Beverly Hills, State of California, on this 25th day
of November 1997.
HILTON HOTELS CORPORATION
By: /s/ CHERYL L. MARSH
-------------------------------
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Robert M. La Forgia and Cheryl L. Marsh, each or any of them, such person's true
and lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for such person and in such person's 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
Commission, granting unto said attorneys-in-fact and agents, and each of them,
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 such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Act, this Registration Statement
has been signed below by the following persons in their capacities and on the
date set forth above.
/s/ STEPHEN F. BOLLENBACH /s/ DIETER H. HUCKESTEIN
---------------------------------- -----------------------------------
Stephen F. Bollenbach Dieter H. Huckestein
Director, President and Director
Chief Executive Officer
/s/ A. STEVEN CROWN /s/ ROBERT L. JOHNSON
----------------------------------- -----------------------------------
A. Steven Crown Robert L. Johnson
Director Director
/s/ MATTHEW J. HART /s/ DONALD R. KNAB
----------------------------------- -----------------------------------
Matthew J. Hart Donald R. Knab
Executive Vice President and Director
Chief Financial Officer
(Chief Financial and Accounting Officer)
/s/ ARTHUR M. GOLDBERG /s/ BENJAMIN V. LAMBERT
----------------------------------- -----------------------------------
Arthur M. Goldberg Benjamin V. Lambert
Director Director
Page 5 of 7 pages
<PAGE>
/s/ BARRON HILTON /s/ DONNA F. TUTTLE
----------------------------------- -----------------------------------
Barron Hilton Donna F. Tuttle
Director Director
/s/ ERIC M. HILTON /s/ SAM D. YOUNG, JR.
----------------------------------- -----------------------------------
Eric M. Hilton Sam D. Young, Jr.
Director Director
/s/ PETER GEORGE
-----------------------------------
Peter George
Director
Page 6 of 7 pages
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
------- ----
* 4.1 1997 Independent Director Stock Option Plan.
* 5.1 Opinion of Company Counsel.
* 23.1 Consent of Arthur Andersen LLP.
* 23.2 Consent of Company Counsel (included in exhibit 5.1).
* 24.1 Powers of Attorney (included on signature page hereof).
- ------------------------
* Filed herewith
Page 7 of 7 pages
<PAGE>
HILTON HOTELS CORPORATION
1997 INDEPENDENT DIRECTOR STOCK OPTION PLAN
SECTION 1. PURPOSE; DEFINITIONS
The purpose of the Plan is to give the Corporation a competitive
advantage in attracting, retaining and motivating non-employee directors and to
provide the Corporation and its subsidiaries with a stock plan providing
incentives more directly linked to the profitability of the Corporation's
businesses and increases in shareholder value.
For purposes of the Plan, the following terms are defined as set
forth below:
(a) "AFFILIATE" means a corporation or other entity controlled by
the Corporation and designated by the Board from time to time as such.
(b) "BOARD" means the Board of Directors of the Corporation.
(c) "CHANGE IN CONTROL" means the happening of any of the following
events:
(i) An acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (1) the then outstanding shares of common
stock of the Corporation (the "Outstanding Corporation Common Stock") or (2) the
combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of directors (the
"Outstanding Corporation Voting Securities") (a "Control Purchase"); excluding,
however, the following: (1) Any acquisition directly from the Corporation,
other than an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly from the
Corporation, (2) Any acquisition by the Corporation, (3) Any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
Corporation or any corporation controlled by the Corporation, (4) Any
acquisition by any corporation pursuant to a transaction which complies with
clauses (1), (2) and (3) of subparagraph (iii) of this definition, or (5) Any
acquisition by Barron Hilton, the Charitable Remainder Unitrust created by
Barron Hilton to receive shares from the Estate of Conrad N. Hilton, or the
Conrad N. Hilton Fund; or
(ii) A change in the composition of the Board such that the
individuals who, as of the effective date of the Plan, constitute the Board
(such Board shall be hereinafter referred to as the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board; PROVIDED, HOWEVER,
for purposes of this definition, that any individual who becomes a member of the
Board subsequent to the effective date of the Plan, whose election, or
nomination for election by the Corporation's
<PAGE>
shareholders, was approved by a vote of at least a majority of those individuals
who are members of the Board and who were also members of the Incumbent Board
(or deemed to be such pursuant to this proviso) shall be considered as though
such individual were a member of the Incumbent Board; but, PROVIDED FURTHER,
that any such individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest (as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board shall not be so considered as a member of the
Incumbent Board (a "Board Change"); or
(iii) The approval by the shareholders of the Corporation of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Corporation ("Corporate Transaction");
excluding however, such a Corporate Transaction pursuant to which (1) all or
substantially all of the individuals and entities who are the beneficial owners,
respectively, of the Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities immediately prior to such Corporate Transaction
will beneficially own, directly or indirectly, more than 60% of, respectively,
the outstanding shares of common stock, and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Corporate
Transaction (including, without limitation, a corporation which as a result of
such transaction owns the Corporation or all or substantially all of the
Corporation's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such
Corporate Transaction, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities, as the case may be, (2) no Person
(other than the Corporation, any employee benefit plan (or related trust) of the
Corporation or such corporation resulting from such Corporate Transaction) will
beneficially own, directly or indirectly, 20% or more of, respectively, the
outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the outstanding voting
securities of such corporation entitled to vote generally in the election of
directors except to the extent that such ownership existed prior to the
Corporate Transaction, and (3) individuals who were members of the Incumbent
Board will constitute at least a majority of the members of the board of
directors of the corporation resulting from such Corporate Transaction; or
(iv) The approval by the stockholders of the Corporation of a
complete liquidation or dissolution of the Corporation.
(d) "CHANGE IN CONTROL PRICE" means the higher of (i) the highest
reported sales price, regular way, of a share of Common Stock in any transaction
reported on the New York Stock Exchange Composite Tape or other national
exchange on which such shares are listed or on NASDAQ during the 60-day period
prior to and including the date of a Change in Control or (ii) if the Change in
Control is the result of a tender or exchange offer or a Corporate Transaction,
the highest price per share of Common Stock paid in such tender or exchange
offer or Corporate Transaction; PROVIDED, HOWEVER, that
2
<PAGE>
in the case of a Stock Option which (A) is subject to Section 16(b) of the
Exchange Act and (B) was granted within 240 days of the Change in Control, then
the Change in Control Price for such Stock Option shall be the Fair Market Value
of the Common Stock on the date such Stock Option is exercised or deemed
exercised. To the extent that the consideration paid in any such transaction
described above consists all or in part of securities or other noncash
consideration, the value of such securities or other noncash consideration shall
be determined in the sole discretion of the Board.
(e) "CODE" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.
(f) "COMMISSION" means the Securities and Exchange Commission or any
successor agency.
(g) "COMMON STOCK" means common stock, par value $1.00 per share, of
the Corporation.
(h) "CORPORATION" means Hilton Hotels Corporation, a Delaware
corporation.
(i) "DIRECTOR" means a member of the Board.
(j) "DISABILITY" means permanent and total disability as determined
under procedures established by the Board for purposes of the Plan.
(k) "EMPLOYEE" means any officer or other employee (as defined in
accordance with Section 3401(c) of the Code) of the Corporation or of any
corporation which is a subsidiary of the Corporation.
(l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.
(m) "FAIR MARKET VALUE" means, as of any given date, the mean
between the highest and lowest reported sales prices of the Common Stock on the
New York Stock Exchange Composite Tape or, if not listed on such exchange, on
any other national securities exchange on which the Common Stock is listed or on
NASDAQ. If there is no regular public trading market for such Common Stock, the
Fair Market Value of the Common Stock shall be determined by the Board in good
faith.
(n) "INDEPENDENT DIRECTOR" means a member of the Board who is not an
Employee.
(o) "PLAN" means the Hilton Hotels Corporation 1997 Independent
Director Stock Option Plan, as set forth herein and as hereinafter amended from
time to time.
3
<PAGE>
(p) "RETIREMENT" means retirement from service as a Director at or
after age 65.
(q) "RULE 16b-3" means Rule 16b-3, as promulgated by the Commission
under Section 16(b) of the Exchange Act, as amended from time to time.
(r) "STOCK OPTION" means a non-qualified option to purchase Common
Stock granted under Section 5.
(s) "TERMINATION OF DIRECTORSHIP" means the time when an optionee
who is an Independent Director ceases to be a Director for any reason,
including, but not by way of limitation, a termination by resignation, failure
to be elected, death or Retirement. The Board, in its sole and absolute
discretion, shall determine the effect of all matters and questions relating to
Termination of Directorship with respect to Independent Directors.
In addition, certain other terms used herein have definitions given
to them in the first place in which they are used.
SECTION 2. ADMINISTRATION
The Plan shall be administered by the full Board, acting by a
majority of its members then in office.
The Board shall have plenary authority to grant Stock Options
pursuant to the terms of the Plan to Independent Directors.
Among other things, the Board shall have the authority, subject to
the terms of the Plan to:
(a) Determine the terms and conditions of any Stock Option granted
hereunder (subject to the terms and conditions of the Plan), any vesting
condition, restriction or limitation (which may be related to the performance of
the participant, the Corporation or any subsidiary or Affiliate) and any
forfeiture waiver regarding any Stock Option and the shares of Common Stock
relating thereto, in accordance with the terms of the Plan;
(b) Modify, amend or adjust the terms and conditions of any Stock
Option, at any time or from time to time;
(c) Determine to what extent and under what circumstances Common
Stock and other amounts payable with respect to a Stock Option shall be
deferred; and
The Board shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any Stock Option issued under the Plan (and any agreement relating
thereto) and to otherwise supervise the administration of the Plan.
4
<PAGE>
The Board may act only by a majority of its members then in office,
except that the members thereof may (i) delegate to an officer of the
Corporation the authority to make decisions pursuant to paragraphs (c), (f),
(g), (h) and (i) of Section 5 (provided that no such delegation may be made that
would cause Stock Options or other transactions under the Plan to cease to be
exempt from Section 16(b) of the Exchange Act) and (ii) authorize any one or
more of their number or any officer of the Corporation to execute and deliver
documents on behalf of the Board.
Any determination made by the Board or pursuant to delegated
authority pursuant to the provisions of the Plan with respect to any Stock
Option shall be made in the sole discretion of the Board or such delegate at the
time of the grant of the Stock Option or, unless in contravention of any express
term of the Plan, at any time thereafter. All decisions made by the Board or
any appropriately delegated officer pursuant to the provisions of the Plan shall
be final and binding on all persons, including the Corporation and Plan
participants.
SECTION 3. COMMON STOCK SUBJECT TO PLAN
The total number of shares of Common Stock reserved and available for
grant under the Plan shall be 200,000. Shares subject to a Stock Option under
the Plan may be authorized and unissued shares or may be treasury shares.
If any Stock Option terminates without being exercised, shares
subject to such Stock Option shall again be available for distribution in
connection with Stock Options under the Plan.
In the event of any change in corporate capitalization, such as a
stock split or a corporate transaction, such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock or property of
the Corporation, any reorganization (whether or not such reorganization comes
within the definition of such term in Section 368 of the Code) or any partial or
complete liquidation of the Corporation, the Board may make such substitution or
adjustments in the aggregate number and kind of shares reserved for issuance
under the Plan, in the number, kind and option price of shares subject to
outstanding Stock Options, in the number and kind of shares subject to other
outstanding Stock Options granted under the Plan and/or such other equitable
substitution or adjustments as it may determine to be appropriate in its sole
discretion; PROVIDED, HOWEVER, that the number of shares subject to any Stock
Option shall always be a whole number.
SECTION 4. ELIGIBILITY
Independent Directors are eligible to be granted Stock Options under
the Plan.
SECTION 5. STOCK OPTIONS
No Stock Option granted under the Plan shall constitute an "incentive
stock option" under Section 422 of the Code. Any Stock Option granted under the
Plan shall be in such form as the Board may from time to time approve.
5
<PAGE>
During the term of the Plan, each person who is an Independent
Director as of the date of the adoption of the Plan by the Board automatically
shall be granted (i) a Stock Option to purchase two thousand (2,000) shares of
Common Stock (subject to adjustment as provided herein) on the date of such
adoption, and (ii) a Stock Option to purchase two thousand (2,000) shares of
Common Stock (subject to adjustment as provided herein) on the date of each
annual meeting of stockholders after such adoption, beginning with the 1998
annual meeting of stockholders, for so long as such person remains an
Independent Director. During the term of the Plan, each person who is initially
elected to the Board after the adoption of the Plan by the Board and who is an
Independent Director at the time of such initial election automatically shall be
granted (i) a Stock Option to purchase two thousand (2,000) shares of Common
Stock (subject to adjustment as provided herein) on the date of such initial
election, and (ii) a Stock Option to purchase two thousand (2,000) shares of
Common Stock (subject to adjustment as provided herein) on the date of each
annual meeting of stockholders after such initial election for so long as such
person remains an Independent Director. All of the foregoing Stock Option
grants authorized by this Section 5 are subject to stockholder approval of the
Plan.
Stock Options shall be evidenced by option agreements, the terms and
provisions of which may differ. The grant of a Stock Option shall occur on the
dates specified above. The Corporation shall notify a participant of any grant
of a Stock Option, and a written option agreement or agreements shall be duly
executed and delivered by the Corporation to the participant. Such agreement or
agreements shall become effective upon execution by the Corporation and the
participant.
Stock Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions as the Board shall deem desirable:
(a) OPTION PRICE. The option price per share of Common Stock
purchasable under a Stock Option shall equal 100% of the Fair Market Value of
the Common Stock subject to the Stock Option on the date of grant.
(b) OPTION TERM. The term of each Stock Option shall be 10 years
from the date such Stock Option is granted, without variation or acceleration
hereunder, but subject to paragraphs (f), (g), (h) and (i) of this Section 5,
and no Stock Option shall be exercisable more than ten years after the date the
Stock Option is granted.
(c) EXERCISABILITY. Except as otherwise provided herein, Stock
Options shall be exercisable from and after the date on which such Stock Option
is granted.
(d) METHOD OF EXERCISE. Subject to the provisions of this Section
5, Stock Options may be exercised, in whole or in part, at any time during the
option term by giving written notice of exercise to the Corporation specifying
the number of shares of Common Stock subject to the Stock Option to be
purchased.
6
<PAGE>
Such notice shall be accompanied by payment in full of the purchase
price by certified or bank check or such other instrument as the Board may
accept. Payment, in full or in part, may also be made in the form of
unrestricted Common Stock already owned by the optionee of the same class as the
Common Stock subject to the Stock Option (based on the Fair Market Value of the
Common Stock on the date the Stock Option is exercised).
Payment for any shares subject to a Stock Option may also be made by
delivering a properly executed exercise notice to the Corporation, together with
a copy of irrevocable instructions to a broker to deliver promptly to the
Corporation the amount of sale or loan proceeds to pay the purchase price, and,
if requested, by the amount of any Federal, state, local or foreign withholding
taxes. To facilitate the foregoing, the Corporation may enter into agreements
for coordinated procedures with one or more brokerage firms.
No shares of Common Stock shall be issued until full payment therefor
has been made. An optionee shall have all of the rights of a shareholder of the
Corporation holding the class or series of Common Stock that is subject to such
Stock Option (including, if applicable, the right to vote the shares and the
right to receive dividends), when the optionee has given written notice of
exercise, has paid in full for such shares and, if requested, has given the
representation described in Section 8(a).
(e) NONTRANSFERABILITY OF STOCK OPTIONS. No Stock Option shall be
transferable by the optionee other than (i) by will or by the laws of descent
and distribution; or (ii) pursuant to a qualified domestic relations order (as
defined in the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended) whether directly or indirectly or by means of a trust or
partnership or otherwise, under the applicable option agreement. All Stock
Options shall be exercisable, subject to the terms of this Plan, during the
optionee's lifetime, only by the optionee or by the guardian or legal
representative of the optionee or its alternative payee pursuant to such
qualified domestic relations order, it being understood that the terms "holder"
and "optionee" include the guardian and legal representative of the optionee
named in the option agreement and any person to whom an option is transferred by
will or the laws of descent and distribution or pursuant to a qualified domestic
relations order.
(f) TERMINATION BY DEATH. Unless otherwise determined by the Board,
if an optionee's directorship terminates by reason of death, any Stock Option
held by such optionee may thereafter be exercised, to the extent then
exercisable, for a period of one year (or such other period as the Board may
specify in the option agreement) from the date of such death or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter.
(g) TERMINATION BY REASON OF DISABILITY. Unless otherwise
determined by the Board, if an optionee's directorship terminates by reason of
Disability, any Stock Option held by such optionee may thereafter be exercised
by the optionee, to the extent it was exercisable at the time of termination,
for a period of one year (or such other period as the Board may specify in the
option agreement) from the date of such termination of
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directorship or until the expiration of the stated term of such Stock Option,
whichever period is the shorter; provided, however, that if the optionee dies
within such period, any unexercised Stock Option held by such optionee shall,
notwithstanding the expiration of such period, continue to be exercisable to the
extent to which it was exercisable at the time of death for a period of 12
months from the date of such death or until the expiration of the stated term of
such Stock Option, whichever period is the shorter.
(h) TERMINATION BY REASON OF RETIREMENT. Unless otherwise
determined by the Board, if an optionee's directorship terminates by reason of
Retirement, any Stock Option held by such optionee may thereafter be exercised
by the optionee, to the extent it was exercisable at the time of such
Retirement, for a period of two years (or such other period as the Board may
specify in the option agreement) from the date of such termination of
directorship or until the expiration of the stated term of such Stock Option,
whichever period is the shorter; provided, however, that if the optionee dies
within such period any unexercised Stock Option held by such optionee shall,
notwithstanding the expiration of such period, continue to be exercisable to the
extent to which it was exercisable at the time of death for a period of 12
months from the date of such death or until the expiration of the stated term of
such Stock Option, whichever period is the shorter.
(i) OTHER TERMINATION. Unless otherwise determined by the Board:
(A) if an optionee incurs a Termination of Directorship, other than by death,
Disability or Retirement, all Stock Options held by such optionee shall
thereupon terminate; and (B) if an optionee incurs a Termination of Directorship
for any reason other than death, Disability or Retirement, any Stock Option held
by such optionee, to the extent then exercisable, may be exercised, for the
lesser of three months from the date of such Termination of Directorship or the
balance of such Stock Option's term; PROVIDED, HOWEVER, that if the optionee
dies within such three-month period, any unexercised Stock Option held by such
optionee shall, notwithstanding the expiration of such three-month period,
continue to be exercisable to the extent to which it was exercisable at the time
of death for a period of 12 months from the date of such death or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter. Notwithstanding the foregoing, if an optionee incurs a Termination of
Directorship at or after a Change in Control, other than by reason of death,
Disability or Retirement, any Stock Option held by such optionee shall be
exercisable for the lesser of (1) six months and one day from the date of such
Termination of Directorship, and (2) the balance of such Stock Option's term.
(j) CHANGE IN CONTROL CASH-OUT. Notwithstanding any other provision
of the Plan, during the 60-day period from and after a Change in Control (the
"Exercise Period"), unless the Board shall determine otherwise at the time of
grant, an optionee shall have the right, whether or not the Stock Option is
fully exercisable and in lieu of the payment of the exercise price for the
shares of Common Stock being purchased under the Stock Option and by giving
notice to the Corporation, to elect (within the Exercise Period) to surrender
all or part of the Stock Option to the
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Corporation and to receive cash, within 30 days of such notice, in an amount
equal to the amount by which the Change in Control Price per share of Common
Stock on the date of such election shall exceed the exercise price per share of
Common Stock under the Stock Option (the "Spread") multiplied by the number of
shares of Common Stock granted under the Stock Option as to which the right
granted under this Section 5(j) shall have been exercised; PROVIDED, HOWEVER,
that if the Change in Control is within six months of the date of grant of a
particular Stock Option and is subject to Section 16(b) of the Exchange Act no
such election shall be made by such optionee with respect to such Stock Option
prior to six months from the date of grant. However, if the end of such 60-day
period from and after a Change in Control is within six months of the date of
grant of a Stock Option and is subject to Section 16(b) of the Exchange Act,
such Stock Option shall be canceled in exchange for a cash payment to the
optionee, effected on the day which is six months and one day after the date of
grant of such Option, equal to the Spread multiplied by the number of shares of
Common Stock granted under the Stock Option. Notwithstanding the foregoing, if
any right granted pursuant to this Section 5(j) would make a Change in Control
transaction ineligible for pooling of interests accounting under APB No. 16 that
but for this Section 5(j) would otherwise be eligible for such accounting
treatment, the Board shall have the ability to substitute the cash payable
pursuant to this Section 5(j) with Stock with a Fair Market Value equal to the
cash that would otherwise be payable hereunder.
SECTION 6. TERM, AMENDMENT AND TERMINATION
The Plan will terminate 10 years after the effective date of the
Plan. Under the Plan, Stock Options outstanding as of such date shall not be
affected or impaired by the termination of the Plan.
The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which would (i) impair
the rights of an optionee under a Stock Option theretofore granted without the
optionee's consent, except such an amendment made to cause the Plan to qualify
for the exemption provided by Rule 16b-3, or (ii) disqualify the Plan from the
exemption provided by Rule 16b-3. In addition, no such amendment shall be made
without the approval of the Corporation's shareholders (i) if such amendment
would increase the limit imposed under Section 3 on the maximum number of shares
of Common Stock reserved and available for grant under the Plan, or (ii) to the
extent such approval is required by law or agreement.
The Board may amend the terms of any Stock Option theretofore
granted, prospectively or retroactively, but no such amendment shall impair the
rights of any holder without the holder's consent except such an amendment made
to cause the Plan or Stock Option to qualify for the exemption provided by Rule
16b-3.
Subject to the above provisions, the Board shall have authority to
amend the Plan to take into account changes in law and tax and accounting rules
as well as other developments,
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and to grant Stock Options which qualify for beneficial treatment under such
rules without stockholder approval.
SECTION 7. UNFUNDED STATUS OF PLAN
It is presently intended that the Plan constitute an "unfunded" plan
for incentive and deferred compensation. The Board may authorize the creation
of trusts or other arrangements to meet the obligations created under the Plan
to deliver Common Stock or make payments; PROVIDED, HOWEVER, that unless the
Board otherwise determines, the existence of such trusts or other arrangements
is consistent with the "unfunded" status of the Plan.
SECTION 8. GENERAL PROVISIONS
(a) The Board may require each person purchasing or receiving shares
pursuant to a Stock Option to represent to and agree with the Corporation in
writing that such person is acquiring the shares without a view to the
distribution thereof. The certificates for such shares may include any legend
which the Board deems appropriate to reflect any restrictions on transfer.
Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Corporation shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under the Plan prior to
fulfillment of all of the following conditions:
(i) Listing or approval for listing upon notice of issuance,
of such shares on the New York Stock Exchange, Inc., or such other securities
exchange as may at the time be the principal market for the Common Stock;
(ii) Any registration or other qualification of such shares of
the Corporation under any state or Federal law or regulation, or the maintaining
in effect of any such registration or other qualification which the Board shall,
in its absolute discretion upon the advice of counsel, deem necessary or
advisable; and
(iii) Obtaining any other consent, approval, or permit from any
state or Federal governmental agency which the Board shall, in its absolute
discretion after receiving the advice of counsel, determine to be necessary or
advisable.
(b) Nothing contained in the Plan shall prevent the Corporation or
any subsidiary or Affiliate from adopting other or additional compensation
arrangements for its employees or Directors.
(c) Adoption of the Plan shall not confer upon any Independent
Director any right to continue to serve as a Director, nor shall it interfere in
any way with the right of the Corporation to terminate the directorship of any
Independent Director at any time.
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(d) No later than the date as of which an amount first becomes
includible in the gross income of the participant for Federal income tax
purposes with respect to any Stock Option under the Plan, the participant shall
pay to the Corporation, or make arrangements satisfactory to the Board regarding
the payment of, any Federal, state, local or foreign taxes of any kind required
by law to be withheld with respect to such amount. The obligations of the
Corporation under the Plan shall be conditional on such payment or arrangements,
and the Corporation and its Affiliates shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment otherwise due to the
participant. The Board may establish such procedures as it deems appropriate,
including making irrevocable elections, for the settlement of withholding
obligations with Common Stock.
(e) The Board shall establish such procedures as it deems
appropriate for a participant to designate a beneficiary to whom any amounts
payable in the event of the participant's death are to be paid or by whom any
rights of the participant, after the participant's death, may be exercised.
(f) The Plan and all Stock Options granted and actions taken
thereunder shall be governed by and construed in accordance with the laws of the
State of Delaware, without reference to principles of conflict of laws.
SECTION 9. EFFECTIVE DATE OF PLAN
The Plan shall be effective as of July 16, 1997, provided that it is
approved and adopted by at least a majority of the shares voted of Common Stock
of the Corporation within 12 months after such date.
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Exhibit 5.1
[LETTERHEAD OF HILTON HOTELS CORPORATION]
November 25, 1997
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, CA 90210
Re: Registration on Form S-8 of Hilton Hotels Corporation (the "Company")
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Ladies & Gentlemen:
I am the Vice President and Corporate Secretary of Hilton Hotels
Corporation, a Delaware corporation, and am rendering this opinion in connection
with the preparation of 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 200,000 shares (the "Shares") of Common Stock, $2.50 par value of
the Company (the "Common Stock"), to be issued pursuant to the Company's 1997
Independent Director Stock Option 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 the 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.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ CHERYL L. MARSH
-------------------------------
Cheryl L. Marsh, Esq.
Vice President and Corporate Secretary
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our reports dated February
14, 1997, included in or incorporated by reference in Hilton Hotels
Corporation's Form 10-K for the year ended December 31, 1996.
ARTHUR ANDERSEN LLP
Los Angeles, California
December 3, 1997
