<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 6 )(1)
------
HILTON HOTELS CORPORATION
--------------------------------------------------------
(Name of Issuer)
Common Stock, par value $2.50 per share
--------------------------------------------------------
(Title of Class of Securities)
4329 48 10 9
--------------------------------------------------------
(CUSIP Number)
Peter F. Ziegler, Esq., Gibson, Dunn & Crutcher LLP, 333
South Grand Avenue, Los Angeles, California 90071
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 5, 1998
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 4 Pages)
- --------------------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 4328 48 10 9 SCHEDULE 13D Page 2 of 4 Pages
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. or I.R.S. Identification Nos. of Above
Persons
WILLIAM BARRON HILTON
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States of America
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 22,946,838
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
16,498,736 (Reporting Person disclaims
beneficial ownership as to these shares.)
--------------------------------------------------
(9) Sole Dispositive Power
22,946,838
--------------------------------------------------
(10) Shared Dispositive Power
16,498,736 (Reporting Person disclaims
beneficial ownership as to these shares.)
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
39,445,574 (Reporting Person disclaims beneficial ownership as to
16,498,838 of these shares.)
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
16.0
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
This Amendment No. 6 ("Amendment No. 6") amends and supplements the
Schedule 13D ("Schedule 13D"), relating to the Common Stock, par value $2.50
per share (the "Common Stock"), of Hilton Hotels Corporation (the "Company"),
previously filed by William Barron Hilton.
1. Item 4 of the Schedule 13D, "Purpose of Transaction" and Item 5 of
the Schedule 13D, "Interest in Securities of the Issuers" are hereby amended
to add the following:
As previously reported in Amendment No. 5 to the Schedule 13D, on April
2, 1998, the Company filed a Form S-3 Registration Statement (No. 333-49179)
(the "Registration Statement") with respect to the sale from time to time by
that certain charitable reminder unitrust u/d/t May 8, 1989 (the "Trust"), of
which Mr. Hilton is sole trustee, of up to 24,000,000 shares of Common Stock
which represented the entire holdings of the Trust on such date.
On May 5, 1998, the Trust completed the sale of 24,000,000 shares of
Common Stock to Donaldson, Lufkin & Jenrette Securities Corporation at a
price of $32.2105 per share. The net proceeds from the sale of the shares
will be reinvested by the Trust. Following the sale, Mr. Hilton continues to
own 22,946,838 shares of Common stock, representing approximately 9.3% of the
shares outstanding based upon the number of shares reported to be outstanding
by the Company in its Form 10K for its fiscal year ended December 31, 1997.
Following the sale, Mr. Hilton continues to share voting power through the
Conrad N. Hilton Foundation over 16,498,736 shares of Common Stock,
representing approximately 6.7% of the shares reported to be outstanding by
the Company in its Form 10K for its fiscal year ended December 31, 1997.
2. Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is
hereby amended to add the following:
Exhibit 3.4 Prospectus dated April 29, 1998 and Prospectus
Supplement dated April 29, 1998 relating to sale of
24,000,000 shares of Common Stock by the Trust to
Donaldson, Lufkin & Jenrette Securities Corporation.
3. Except as specifically provided herein, this Amendment No. 6 does not
modify any of the information previously reported on the Schedule 13D.
3
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: May 5, 1998
/s/ WILLIAM BARRON HILTON
----------------------------------------
William Barron Hilton
4
<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED APRIL 29, 1998)
24,000,000 SHARES
[LOGO]
COMMON STOCK
($2.50 PAR VALUE PER SHARE)
------------------
This Prospectus Supplement and the accompanying Prospectus relate to
24,000,000 shares (the "Shares") of common stock, par value $2.50 per share (the
"Common Stock"), of Hilton Hotels Corporation, a Delaware corporation (the
"Company"), offered hereby (the "Offering") by the selling stockholder named in
the accompanying Prospectus (the "Selling Stockholder"). See "Selling
Stockholder" in the accompanying Prospectus. The Company will not receive any
proceeds from the sale of the Shares offered hereby. The Common Stock is listed
on the New York Stock Exchange (the "NYSE") under the symbol "HLT." On April 29,
1998, the last reported sale price of the Common Stock on the NYSE Composite
Tape was $32 1/16 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY
REPRESEN TATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The Underwriter (defined herein) has agreed to purchase the Shares from the
Selling Stockholder at a price of $32.2105 per share (resulting in $773,052,000
aggregate net proceeds (before expenses) to the Selling Stockholder).
The Shares may be offered by the Underwriter from time to time in one or
more transactions (which may involve block transactions) on the NYSE, or on
other national securities exchanges on which the Common Stock is traded, in the
over-the-counter market, through negotiated transactions or otherwise at market
prices prevailing at the time of the sale, at prices related to such prevailing
market prices or at negotiated prices, subject to prior sale, when, as and if
delivered to and accepted by the Underwriter. See "The Underwriter."
The Company and the Selling Stockholder have agreed to indemnify the
Underwriter against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
------------------------
The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriter and subject to approval of certain legal matters by counsel for
the Underwriter and certain other conditions. It is expected that delivery of
the Shares will be made on or about May 5, 1998 in New York, New York, against
payment therefor in immediately available funds.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
April 29, 1998
<PAGE>
THE UNDERWRITER
Under the terms and subject to the conditions contained in a Purchase
Agreement dated the date hereof (the "Purchase Agreement"), Donaldson, Lufkin &
Jenrette Securities Corporation (the "Underwriter") has agreed to purchase, and
the Selling Stockholder has agreed to sell to the Underwriter, the Shares at the
price set forth on the cover page of this Prospectus Supplement.
The Purchase Agreement provides that the obligation of the Underwriter to
pay for and accept delivery of the Shares is subject to the approval of certain
legal matters by its counsel and to certain other conditions. The Underwriter is
obligated to take and pay for all the Shares if any are taken.
The Shares may be sold by the Underwriter from time to time to purchasers in
one or more transactions (which may involve block transactions) on the NYSE or
on other national securities exchanges on which the Common Stock is traded, in
the over-the-counter market, in negotiated transactions, in a combination of
such methods or otherwise, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. If the
price received by the Underwriter upon the sale of the Shares exceeds the price
at which it buys the Shares (set forth on the cover page of this Prospectus
Supplement), such difference shall represent the Underwriter's commission. The
Underwriter may effect such transactions by selling Shares to or through
dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from the Underwriter and/or the purchasers of such
Shares for whom they may act as agents or to whom they may sell as principal.
The Company and the Selling Stockholder have agreed to indemnify the
Underwriter against certain liabilities, including liabilities under the
Securities Act, or contribute to payments which the Underwriter may be required
to make in respect thereof.
LEGAL MATTERS
Certain legal matters in connection with the Offering to which this
Prospectus Supplement and the accompanying Prospectus relate will be passed upon
for the Company by Latham & Watkins, Los Angeles, California. Certain legal
matters will be passed upon for the Underwriter by Skadden, Arps, Slate, Meagher
& Flom LLP, Los Angeles, California.
S-2
<PAGE>
PROSPECTUS
24,000,000 SHARES
[LOGO]
COMMON STOCK
($2.50 PAR VALUE PER SHARE)
------------------------
This Prospectus relates to the offering for resale (the "Offering") of up to
24,000,000 shares (the "Shares") of common stock, par value $2.50 per share (the
"Common Stock"), of Hilton Hotels Corporation, a Delaware corporation (the
"Company"). All of the Shares being registered may be offered for sale and sold
from time to time by the selling stockholder of the Company named in this
Prospectus. The Company will not receive any of the proceeds from the sale of
the Shares. See "Selling Stockholder" and "Plan of Distribution," concerning
information about the selling stockholder and the manner of offering of the
Shares.
The Company's Common Stock is traded on the New York Stock Exchange under
the symbol "HLT." On April 29, 1998 the last reported sale price for the Common
Stock of the Company as reported on the New York Stock Exchange Composite Tape
was $32 1/16 per share.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS APRIL 29, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (including all amendments
thereto, the "Registration Statement") under the Securities Act with respect to
the Shares offered hereby. As permitted by the rules and regulations of the
Commission, this Prospectus does not contain all of the information set forth in
the Registration Statement and the exhibits thereto. For further information
about the Company and the Shares offered hereby, reference is made to the
Registration Statement and the exhibits thereto. Any statements contained herein
concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of such
document so filed. Each such statement is qualified in its entirety by such
reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement, the exhibits forming a part thereof and
the reports, proxy statements and other information filed by the Company with
the Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1204, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission maintains a web site that contains reports, proxy and
information statements and other information regarding registrants who file with
the Commission and certain of the Company's filings are available at such web
site: http:\\www.sec.gov. In addition, the Common Stock is listed on the New
York Stock Exchange and the Pacific Exchange and reports and other information
concerning the Company may be inspected and copied at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005 and the Pacific
Exchange, 301 Pine Street, San Francisco, California 94104, and 233 South
Beaudry Avenue, Los Angeles, California 90012.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
the Exchange Act (Commission File No. 1-3427) are incorporated herein by
reference, and shall be deemed to be a part of this Prospectus.
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997
(the "1997 10-K");
(b) Current Reports on Form 8-K dated March 13, 1998, March 23, 1998, April
2, 1998 and April 23, 1998;
(c) Description of the Company's Common Stock contained in a Registration
Statement on Form 8-A filed with the Commission on May 18, 1986; and
(d) 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 Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Shares offered hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of 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 Prospectus to the extent that a
statement contained herein or in any 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 Prospectus.
A copy of any or all of the documents incorporated or deemed to be
incorporated herein by reference (other than exhibits to such documents which
are not specifically incorporated by reference therein) will be
2
<PAGE>
provided without charge to any person to whom a copy of this Prospectus is
delivered, upon written or oral request. Copies of this Prospectus, as amended
or supplemented from time to time, and any other documents (or parts of
documents) that constitute part of this Prospectus under Section 10(a) of the
Securities Act will also be provided without charge to each person, upon written
or oral request. Requests for such copies should be addressed to the attention
of the Corporate Secretary, Hilton Hotels Corporation, 9336 Civic Center Drive,
Beverly Hills, California 90210 (telephone number (310) 278-4321).
FORWARD LOOKING STATEMENTS
Forward-looking statements incorporated by reference in this Registration
Statement from the Company's 1997 10-K under the captions "General Information,"
"Hotel Operations," "Gaming Operations," and "Management's Discussion and
Analysis of Financial Condition and Results of Operations-- Results of
Operations--Fiscal 1997 compared with Fiscal 1996," which include, without
limitation, statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
The words "believes," "anticipates," "expects," and similar expressions are
intended to identify forward-looking statements. These forward-looking
statements reflect the Company's current views with respect to future events and
financial performance, and are subject to certain risks and uncertainties,
including those identified in the Company's 1997 10-K under the captions
"Additional Information-- Business Risks," "Competition," "Gaming Operations"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Results of Operations--Fiscal 1997 compared with Fiscal 1996," which
could cause actual results to differ materially from historical results or those
anticipated. Although the Company believes the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, it can give no
assurance that its expectations will be attained. The Company undertakes no
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
THE COMPANY
The Company is a leading owner and operator of full service hotels and
hotel-casinos in the United States. The Hilton name is one of the best
recognized and most respected lodging brands in the world. The Company owns,
leases and operates major lodging and gaming properties in gateway cities, urban
and suburban centers and resort areas.
The Company's executive offices are located at 9336 Civic Center Drive,
Beverly Hills, California 90210, and its telephone number is (310) 278-4321.
For a more detailed discussion of the business and properties of the
Company, see the Company's 1997 10-K, which is incorporated herein by reference.
SELLING STOCKHOLDER
The following table sets forth certain information, as of April 1, 1998,
with respect to the Shares owned and to be offered hereby from time to time by
the Charitable Remainder Unitrust u/d/t May 8, 1989 (the "Selling Stockholder").
Because the Selling Stockholder may sell all or any part of the Shares pursuant
to this Prospectus, no estimate can be given as to the number and percentage of
shares of Common Stock that will be held by the Selling Stockholder upon
termination of the Offering. Assuming all
3
<PAGE>
of the Shares being offered are sold, the Trust will own no shares of Common
Stock. See "Plan of Distribution."
<TABLE>
<CAPTION>
SHARES OF COMMON SHARES OF COMMON
STOCK OWNED PRIOR STOCK OFFERED
TO OFFERING HEREBY
-------------------- -------------------
<S> <C> <C>
Charitable Remainder Unitrust u/d/t May 8, 1989(1).................... 24,000,000 24,000,000
</TABLE>
- ------------------------
(1) Barron Hilton, the Company's Chairman of the Board, is the sole trustee of
the Selling Stockholder and is deemed to have beneficial ownership of the
Shares. The Shares represent approximately 9.7% of the Company's outstanding
Common Stock and constitute the entire holdings of the Trust. The Trust
expects to reinvest any net proceeds from the sale of any Shares. Mr. Hilton
is entitled to 60% of the Trust's annual income and the Conrad W. Hilton
Foundation, a California charitable corporation of which Mr. Hilton is one
of 11 directors (the "Foundation"), is entitled to the remaining 40%. The
principal of the Trust will be distributed to the Foundation upon Mr.
Hilton's death, but not before the Trust's 20th anniversary in 2009. The
Foundation currently owns approximately 16.5 million shares of Common Stock,
or approximately 6.7% of the outstanding Common Stock. Mr. Hilton is the
record and beneficial owner in his individual capacity of approximately 22.9
million shares, or approximately 9.3% of the outstanding Common Stock; such
shares are not a part of this Prospectus.
Pursuant to an agreement between the Company and the Selling Stockholder
(the "Registration Agreement"), the Company has agreed to file the Registration
Statement to register the potential resale of the Shares by the Selling
Stockholder.
PLAN OF DISTRIBUTION
Sales of the Shares may be made from time to time by the Selling Stockholder
in one or more transactions on The New York Stock Exchange, the Pacific Exchange
or any other national securities exchange on which the Common Stock is traded
(which, subject to applicable law, may involve transactions solely between a
broker-dealer and its customers which are not traded across an open market and
block trades), in the over-the-counter market, in privately negotiated
transactions or otherwise or in any combination of such transactions at market
prices then prevailing, at prices related to the then current market price, at
negotiated prices or at fixed prices. In addition, any Shares covered by this
Prospectus which qualify for sale pursuant to Section 4(1) of the Securities Act
or Rule 144 promulgated thereunder may be sold under such provisions rather than
pursuant to this Prospectus. The Shares may be offered in any manner permitted
by law, including through underwriters, brokers, dealers or agents, and directly
to one or more purchasers. Without limiting the generality of the foregoing, the
Shares may be sold in one or more of the following types of transactions: (a)
sales to underwriters who will acquire the Shares for their own account and
resell them in one or more transactions at fixed prices or at varying prices
determined at the time of sale; (b) a block trade in which the broker-dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (c) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account; (d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; (e) an exchange distribution in accordance with the
rules of such exchange; and (f) transactions between sellers and purchasers
without a broker-dealer. In effecting sales, brokers or dealers engaged by the
Selling Stockholder may arrange for other brokers or dealers to participate in
the resales.
Brokers, dealers or agents may receive compensation in the form of
commissions, underwriting discounts or concessions from the Selling Stockholder
in amounts to be negotiated in connection with the sale. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales and any such commission, discount or concession may be deemed to be
underwriting discounts or commissions under the Securities Act.
4
<PAGE>
In the event the Selling Stockholder engages an underwriter in connection
with the sale of the Shares, to the extent required, a Prospectus Supplement
will be distributed, which will set forth the number of shares being offered and
the terms of the offering, including the names of the underwriters, any
discounts, commissions and other items constituting compensation to
underwriters, dealers or agents, the public offering price and any discounts,
commissions or concessions allowed or reallowed or paid by underwriters to
dealers.
Pursuant to the Registration Agreement, the Company has agreed to keep the
Registration Statement effective for the sale of Shares for a period of one
year, subject to extension if the Selling Stockholder is required to suspend
sales of the Shares offered hereunder or if the Company shall otherwise agree to
extend the effectiveness period. All costs, expenses and fees in connection with
the registration and sale of the Shares offered hereby shall be borne by the
Selling Stockholder. Commissions and discounts, if any, attributable to the sale
of Shares hereunder will be borne by the Selling Stockholder. The Selling
Stockholder and the Company have agreed to indemnify each other against certain
civil liabilities, including certain liabilities under the Securities Act.
Certain persons participating in the distribution of the Shares offered
hereby may engage in transactions that stabilize the price of the Common Stock.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Cheryl L. Marsh, Vice President and Corporate Secretary of the
Company.
EXPERTS
The consolidated financial statements in the Company's 1997 10-K
incorporated by reference herein have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of such firm as experts in giving such reports.
5
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING HEREIN CONTAINED, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREAFTER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATIONS THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE
DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
The Underwriter........................................................... S-2
Legal Matters............................................................. S-2
PROSPECTUS
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
Forward Looking Statements................................................ 3
The Company............................................................... 3
Selling Stockholder....................................................... 3
Plan of Distribution...................................................... 4
Legal Matters............................................................. 5
Experts................................................................... 5
</TABLE>
24,000,000 SHARES
[LOGO]
COMMON STOCK
---------------------
PROSPECTUS
---------------------
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
APRIL 29, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
