<PAGE>
As filed with the Securities and Exchange Commission on April 2, 1998
Registration No. 333-
----
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM S-3
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
-----------
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. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $2.50 par value per share 24,000,000 Shares $31.78 $762,720,000 $225,003
- --------------------------------------------------------------------------------------------------------------------------------
Series A Junior Participating Preferred * * * *
Stock Purchase Rights ("Rights")(2)
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of computing the registration fee, based
upon an assumed price of $31.78, the average of the high and low sales prices of
the Common Stock of Hilton Hotels Corporation on the New York Stock Exchange
Composite Tape on March 31, 1998, in accordance with Rule 457(c) of the rules
and regulations promulgated under the Securities Act of 1933, as amended.
(2) The Rights are initially carried with the Common Stock. The value
attributable to the Rights, if any, is reflected in the value of the Common
Stock.
<PAGE>
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.
- --------------------------------------------------------------------------------
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
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 2, 1998
HILTON HOTELS CORPORATION
24,000,000 SHARES OF 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 March 31, 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 7/8 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 Stock 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 Stock Exchange, 301 Pine Street, San Francisco, California 94104, and
618 South Spring Street, Los Angeles, California 90014.
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 and March 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
-2-
<PAGE>
(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 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, including 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. 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 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 publicly 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.
-3-
<PAGE>
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
Stock Owned Prior to Shares of Common
Offering Stock Offered Hereby
-------------------- --------------------
<S> <C> <C>
Charitable Remainder Unitrust u/d/t 24,000,000 24,000,000
May 8, 1989(1). . . . . . . . . . . . . .
</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.
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 Stock 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
-4-
<PAGE>
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.
Certain persons participating in the distribution of the Shares offered
hereby may engage in transactions that stabilize the price of the Common Stock.
-5-
<PAGE>
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Latham & Watkins, Los Angeles, California.
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.
<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 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>
Available Information . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . 2
Forward Looking Statements. . . . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . 3
Selling Stockholder . . . . . . . . . . . . . . . . . 4
Plan of Distribution. . . . . . . . . . . . . . . . . 4
Legal Matters . . . . . . . . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>
<PAGE>
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:
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
5.1 Opinion of Latham & Watkins as to the legality of the
securities being registered.*
23.1 Consent of Latham & Watkins (included in Exhibit 5.1).*
23.2 Consent of Arthur Andersen LLP.*
24 Powers of Attorney of certain directors and officers of
the Company (contained on the signature pages hereof).
</TABLE>
- ---------------------------
* to be filed by amendment
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.
II-2
<PAGE>
(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-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 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 1, 1998.
HILTON HOTELS CORPORATION
By:/s/ Thomas E. Gallagher
------------------------------------
Thomas E. Gallagher
Executive Vice President and General
Counsel
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas E. Gallagher and Matthew J. Hart and each
of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments), and supplements to this Registration Statement and
any Registration Statement pursuant to Rule 462(b) of the Securities Act and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
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, to all intents and purposes and as fully as they might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, each acting alone, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 1, 1998:
<TABLE>
<S> <C>
/s/ Stephen F. Bollenbach /s/ Dieter H. Huckestein
--------------------------------------- --------------------------------------
Stephen F. Bollenbach Dieter H. Huckestein
Director, President and Chief Executive Director
Officer
/s/ A. Steven Crown
--------------------------------------- --------------------------------------
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
/s/ Barron Hilton /s/ Donna F. Tuttle
--------------------------------------- --------------------------------------
Barron Hilton Donna F. Tuttle
Director Director
/s/ Sam D. Young, Jr.
--------------------------------------- --------------------------------------
Eric M. Hilton Sam D. Young, Jr.
Director Director
--------------------------------------
Peter M. George
Director
</TABLE>
