<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 8, 1998
REGISTRATION NO. 333-49179
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
HILTON HOTELS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 36-2058176
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification
organization) Number)
</TABLE>
9336 CIVIC CENTER DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(310) 278-4321
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------------------
THOMAS E. GALLAGHER
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
HILTON HOTELS CORPORATION
9336 CIVIC CENTER DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(310) 278-4321
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
CYNTHIA A. ROTELL
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT AS DETERMINED BY MARKET CONDITIONS.
--------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest investment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION DATED APRIL 8, 1998
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED APRIL , 1998)
SHARES
HILTON HOTELS CORPORATION
COMMON STOCK
($2.50 PAR VALUE PER SHARE)
------------------
This Prospectus Supplement and the accompanying Prospectus relate to
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 , 1998, the
last reported sale price of the Common Stock on the NYSE Composite Tape was
$ 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 named herein has agreed to purchase the Shares from the
Selling Stockholder at a price of $ per share (resulting in $ 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 , 1998 in New York, New York,
against payment therefor in immediately available funds.
, 1998
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY EFFECT TRANSACTIONS
WHICH STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITER MAY OVERALLOT IN CONNECTION WITH THE OFFERING AND
MAY BID FOR, AND PURCHASE, THE SHARES IN THE OPEN MARKET. FOR A DESCRIPTION OF
THESE ACTIVITIES, SEE "THE UNDERWRITER."
THE UNDERWRITER
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof (the "Underwriting Agreement"), (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 Underwriting 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.
In order to facilitate the offering of the Shares, the Underwriter may
engage in transactions that stabilize, maintain or otherwise affect the price of
the Shares. Specifically, the Underwriter may overallot in connection with the
offering, creating a short position in the Shares for its own account. In
addition, to cover overallotments or to stabilize the price of the Shares, the
Underwriter may bid for, and purchase, shares of Common Stock in the open
market. Finally, the Underwriter may reclaim selling concessions allowed to an
underwriter or a dealer for distributing the Shares in the offering, if the
Underwriter repurchases previously distributed Shares in transactions to cover
short positions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of the Shares above
independent market levels. The Underwriter is not required to engage in these
activities and may end any of these activities at any time.
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>
SUBJECT TO COMPLETION, DATED APRIL 8, 1998
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE.
<PAGE>
PROSPECTUS
24,000,000 SHARES
HILTON HOTELS CORPORATION
COMMON STOCK
($2.50 PAR VALUE PER SHARE)
------------------------
This Prospectus relates to the offering for resale 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 3, 1998 the last reported sale price for the Common
Stock of the Company as reported on the New York Stock Exchange Composite Tape
was $31 11/16 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 , 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 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 and
April 2, 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 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
2
<PAGE>
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. 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
3
<PAGE>
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 may involve crosses 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.
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
4
<PAGE>
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...........................................................
Legal Matters.............................................................
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
HILTON HOTELS CORPORATION
COMMON STOCK
---------------------
PROSPECTUS
---------------------
APRIL , 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the fees and expenses, other than
underwriting discounts and commissions, payable by the Selling Stockholder in
connection with the issuance and distribution of the Shares.
<TABLE>
<S> <C>
SEC registration fee...................................... $ 225,003
Printing.................................................. 5,000
Legal fees and expenses................................... 50,000
Accounting fees and expenses.............................. 25,000
Miscellaneous............................................. 4,997
---------
Total............................................. $ 310,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, Article XI of the
Restated Certificate of Incorporation and Paragraph 35 of Hilton's By-Laws as
amended, authorize and empower Hilton to indemnify its directors, officers,
employees and agents, and agreements with each of Hilton's directors and
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 Hilton,
PROVIDED that such persons acted in accordance with a stated standard of conduct
in connection with the acts or events on which such claim, action or suit is
based. The finding of either civil or criminal liability on the part of such
persons in connection with such acts or events is not necessarily determinative
of the question of whether such persons have met the required standard of
conduct and are, accordingly, entitled to be indemnified.
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
Hilton 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.
ITEM 16. EXHIBITS.
This registration Statement includes the following exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Counsel to the Company as to the legality of the securities
being registered.*
23.1 Consent of Counsel to the Company (included in Exhibit 5.1).*
23.2 Consent of Arthur Andersen LLP.*
24 Powers of Attorney of certain directors and officers of the Company.**
</TABLE>
- ------------------------
* Filed herewith.
** Previously filed.
II-1
<PAGE>
ITEM 17. 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;
(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 Shares offered (if the total dollar value of Shares
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 a 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;
(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 paragraph (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
Securities Act, each such post-effective amendment shall be deemed to be
a new registration relating to the Shares offered therein, and the
offering of such Shares at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the Shares being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act of 1933, as amended, each filing of Hilton's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the Shares offered therein, and
the offering of such Shares at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the 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 Securities Act and will be governed by the
final adjudication of such issue.
II-2
<PAGE>
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Beverly Hills, State of California, on April 8,
1998.
<TABLE>
<S> <C> <C>
HILTON HOTELS CORPORATION
By: /s/ THOMAS E. GALLAGHER
-----------------------------------------
Thomas E. Gallagher
EXECUTIVE VICE PRESIDENT AND GENERAL
COUNSEL
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities indicated on April 8, 1998:
NAME TITLE
- ------------------------------ --------------------------
/s/ STEPHEN F. BOLLENBACH
- ------------------------------ Director, President and
Stephen F. Bollenbach Chief Executive Officer
*
- ------------------------------ Director
A. Steven Crown
Executive Vice President
/s/ MATTHEW J. HART and Chief Financial
- ------------------------------ Officer (Chief Financial
Matthew J. Hart and Accounting Officer)
*
- ------------------------------ Director
Arthur M. Goldberg
/s/ BARRON HILTON
- ------------------------------ Director
Barron Hilton
*
- ------------------------------ Director
Eric Hilton
/s/ DIETER H. HUCKESTEIN
- ------------------------------ Director
Dieter H. Huckstein
II-4
<PAGE>
NAME TITLE
- ------------------------------ --------------------------
*
- ------------------------------ Director
Robert L. Johnson
*
- ------------------------------ Director
Donald R. Knab
*
- ------------------------------ Director
Benjamin V. Lambert
*
- ------------------------------ Director
Donna F. Tuttle
*
- ------------------------------ Director
Sam D. Young, Jr.
- ------------------------------ Director
Peter M. George
*By: /s/ THOMAS E.
GALLAGHER
- ------------------------------
Thomas E. Gallagher
ATTORNEY-IN-FACT
II-5
<PAGE>
[LETTERHEAD]
April 6, 1998
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, California 90210
Ladies and Gentlemen:
I am Vice President and Corporate Secretary of Hilton Hotels
Corporation (the "Company"), and in that capacity I have acted as counsel to
the Company in connection with the registration of up to 24,000,000 shares of
common stock of the Company, $2.50 par value per share (the "Shares"), under
the Securities Act of 1993, as amended (the "Act"), pursuant to a
Registration Statement on Form S-3 (the "Registration Statement") as filed
with the Securities and Exchange Commission on April 2, 1998, as amended, to
be sold by the Charitable Remainder Unitrust u/d/t May 8, 1989, of which Mr.
Barron Hilton, the Company's Chairman of the Board, is the sole trustee. In
connection with such transaction, you have requested my opinion with respect
to the validity of the Shares.
I, or members of my staff, have examined such matters of fact and
questions of law as I have considered appropriate for purposes of rendering
the opinions expressed below.
In such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals,
and the conformity to authentic original documents of all documents submitted
to me as copies.
I have been furnished with and relied upon certificates of officers
of the Company with respect to certain factual matters. In addition, I have
obtained and relied upon such certificates and assurances from public
officials as I have deemed necessary.
I am opining herein as to the effect on the subject transaction
of only the General Corporation Law of the State of Delaware, and I express
no opinion with respect to the
<PAGE>
Hilton Hotels Corporation
April 6, 1998
page 2
applicability thereto, or the effect thereon, of any other laws or as to
any matters of municipal law or any other local agencies within any state.
Subject to the foregoing, and in reliance thereon, it is my opinion
that, as of the date hereof, the Shares are duly authorized, validly issued,
fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me contained under the heading
"Legal Matters" in the prospectus included therein.
Very truly yours,
/s/ Cheryl L. Marsh
-------------------------------
Cheryl L. Marsh
Vice President and
Corporate Secretary
Hilton Hotels Corporation
<PAGE>
EXHIBIT 23.2
[LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment No. 1 to Form S-3 Registration Statement
(Registration No. 333-49179), of our reports dated February 2, 1998, included
(or incorporated by reference) in Hilton Hotels Corporation's Form 10-K for
the year ended December 31, 1997.
/s/ ARTHUR ANDERSEN LLP
--------------------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
April 6, 1998
