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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 2, 1998
HILTON HOTELS CORPORATION
(Exact Name of Registrant as
Specified in its Charter)
DELAWARE 1-3427 36-2058176
(State or other (Commission (IRS Employer
Jurisdiction of File Identification
Incorporation Number) No.)
9336 CIVIC CENTER DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(Address of Principal
Executive Offices)
(310) 278-4321
(Registrant's telephone
number, including area code)
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ITEM 5. OTHER EVENTS.
On April 2, 1998, Hilton Hotels Corporation issued a press release,
attached hereto as exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1 Press Release of Hilton Hotels Corporation dated April 2, 1998.
2
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HILTON HOTELS CORPORATION
By: /s/ THOMAS E. GALLAGHER
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Name: Thomas E. Gallagher
Title: Executive Vice President and
Dated: April 2, 1998 General Counsel
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Exhibit 99.1
[LETTERHEAD]
CORPORATE NEWS
Contact: Marc Grossman
Corporate Affairs
310-205-4030
BARRON HILTON FILES INTENTION TO SELL UP TO
24,000,000 SHARES HELD IN TRUST
BEVERLY HILLS, Calif., April 2, 1998 -- Hilton Hotels Corporation
(NYSE:HLT) announced today that it has filed a Form S-3 Registration Statement
with the Securities and Exchange Commission whereby company chairman Barron
Hilton may sell up to 24,000,000 shares of Hilton common stock held in a
charitable remainder unitrust, of which Mr. Hilton is sole trustee.
The 24,000,000 shares represent the entire holdings of the Trust. In
addition, Mr. Hilton owns personally 22,946,838 shares of common stock (or
approximately 9.3 percent of shares outstanding), and Mr. Hilton's 13D filing
states that he does not intend to dispose of any of his personal holdings.
The Conrad N. Hilton Foundation, of which Mr. Hilton is a director, owns
another 16,498,736 shares of Hilton common stock, or 6.7 percent of shares
outstanding.
-more-
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Hilton
April 2, 1998
2-2-2-2
According to Mr. Hilton's 13D filing, "In deciding to sell the shares of
common stock held by the Trust, Barron Hilton has concluded that it would be
prudent as Trust fiduciary to diversify the assets of the Trust well in
advance of their distribution to the Foundation so that the ultimate
distribution to the Foundation would not cause further concentration of the
Foundation's holdings of common stock."
Mr. Hilton stated, "The primary purpose of my taking this action is to
assist the Trust in diversifying its holdings, and it should be viewed
exclusively in that context. It is important to keep in mind that I am
retaining my significant personal holdings in Hilton Hotels Corporation, and
am doing so because of the great confidence I have in the company's future.
"When I relinquished the CEO title just over two years ago, I said that
I was effectively retiring from day-to-day operations of the company, and placed
great faith in the ability of Steve Bollenbach and his team to lead our
company into the future," Mr. Hilton added. "The exciting growth we have
achieved over the last two years has only reaffirmed my decision. More
importantly, I am more convinced than ever that our future is bright and I
remain supremely confident in our management's commitment to maximizing
shareholder value."
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