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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): August 21, 1998
Hilton Hotels Corporation
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(Exact Name of Registrant as
Specified in Charter)
Delaware 1-3427 36-2058176
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(State or Other (Commission (IRS Employer
Jurisdiction of File Identification
Incorporation) Number) No.)
9336 Civic Center Drive
Beverly Hills, California 90210
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(Address of Principal
Executive Offices)
(310) 278-4321
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(Registrant's telephone
number, including area code)
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ITEM 5. OTHER EVENTS
On August 21, 1998, the Registrant announced that it will redeem all of the
outstanding shares of its Preferred Redeemable Increased Dividend Equity
Securities-SM-, 8% PRIDES-SM-, Convertible Preferred Stock on October 3,
1998. A copy of the press release is attached hereto as Exhibit 99 and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
7(c) Exhibits
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99 Press Release of Hilton Hotels Corporation, dated
August 21, 1998.
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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
Dated: August 21, 1998 Title: Executive Vice President and
General Counsel
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[LETTERHEAD]
Contact: Marc Grossman
310-205-4030
Kathy Shepard
310-205-7676
HILTON HOTELS CORPORATION ANNOUNCES REDEMPTION OF
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PRIDES PREFERRED STOCK
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BEVERLY HILLS, Calif., August 21, 1998 -- Hilton Hotels Corporation
(NYSE:HLT) announced today that it will redeem all of the outstanding shares
of its Preferred Redeemable Increased Dividend Equity Securities-SM-, 8%
PRIDES-SM-, Convertible Preferred Stock ("PRIDES") on October 3, 1998 (the
"Redemption Date").
Upon redemption, each holder of PRIDES will be entitled to receive, in
exchange for each share of PRIDES held on the Redemption Date, .92 of a share
of Hilton Common Stock, par value $2.50 per share. Shares of PRIDES may
continue to be converted, in whole or in part, at the option of the holder,
into shares of Hilton Common Stock at a rate of .92 of one share of Hilton
Common Stock for each share of PRIDES held at any time before the Redemption
Date.
On and after the Redemption Date, the PRIDES will no longer be
outstanding and dividends on the PRIDES will cease to accrue.
The Board of Directors of Hilton Hotels Corporation has declared a
dividend of $.2225 per share of PRIDES payable in cash on October 5, 1998 to
the holders of record at the close of business on September 14, 1998.
In order to receive the shares of Hilton Common Stock payable in
connection with the redemption, holders of PRIDES must surrender their
certificates evidencing such shares to the redemption agent, ChaseMellon
Shareholder Services, L.L.C. For further information contact the redemption
agent at (800) 777-3674.
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