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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): November 24, 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
A copy of the press release, dated November 24, 1998, of the Registrant 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
November 24, 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
Dated: November 24, 1998 By: /s/ THOMAS E. GALLAGHER
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Name: Thomas E. Gallagher
Title: Executive Vice President and
General Counsel
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[LETTERHEAD]
Contact: Marc Grossman
Sr. Vice President - Corporate Affairs
310-205-4030
Kathy Shepard
VP - Corporate Communications
310-205-7676
HILTON SHAREHOLDERS APPROVE SEPARATION OF
GAMING, LODGING BUSINESSES
BEVERLY HILLS, Calif., November 24, 1998 - Hilton Hotels Corporation
(NYSE:HLT) today announced that its shareholders -- in a special meeting held
today -- voted overwhelmingly to approve the company's separation of its
gaming and lodging businesses in what is planned as a tax-free distribution
of the gaming business (to be renamed Park Place Entertainment Corporation).
Upon completion of the distribution, Park Place Entertainment will merge
with the Mississippi operations of Grand Casinos, Inc. (NYSE:GND), creating
the world's largest casino gaming company.
Shareholders of Grand Casinos, Inc. also met today, and approved the
merger with Park Place Entertainment.
Completion of the transactions remains on track for year-end 1998,
subject to regulatory and other approvals. A record date for shareholders
entitled to participate in the merger and distribution has not yet been
established. The New Jersey Casino Control Commission voted 4-0 on November 18
to approve the transactions. Hilton is in the process of obtaining a ruling
from the Internal Revenue Service that the distribution of the shares of Park
Place Entertainment will not be taxable to Hilton or Hilton shareholders.
"We were confident that our shareholders understood and enthusiastically
embraced the strategic and economic benefits of these transactions, and are
delighted that they demonstrated their support in such a significant way at
today's meeting," said Stephen F. Bollenbach, president and chief executive
officer of Hilton Hotels Corporation. "We look forward now to moving ahead in
the next few weeks to secure the remaining approvals required to create what
we know will be the most powerful lodging and gaming companies in the world
today."
-more-
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Shareholder Vote
2-2-2-2
Park Place Entertainment Corporation, is expected to trade on the NYSE
under the proposed symbol "PPE," will be the world's largest gaming company,
as measured by casino square footage and revenues and will be the only casino
gaming company with a leading presence in Nevada, New Jersey and
Mississippi -- the three largest gaming markets in the U.S.
Following completion of the transaction Hilton Hotels Corporation will
maintain its position as one of the world's foremost lodging companies. The
company owns, manages or franchises approximately 260 hotels in the United
States, including ownership of some of the world's most renowned properties,
such as the Waldorf=Astoria, Hilton San Francisco and Towers, Hilton Hawaiian
Village and Chicago's Palmer House Hilton. Hilton will continue to pursue a
growth strategy centered on acquiring full-service hotels in markets seeing
little new supply. So far this year, Hilton has purchased approximately $860
million of hotel properties at attractive prices. The company also will
continue aggressively building its franchise program in the U.S., Canada and
Mexico, which will include the company's successful Hilton Garden Inn
program, which is expected to have 200 hotels open or under contract by 2000.
Hilton Hotels Corporation is recognized internationally as a preeminent
gaming and hospitality company. The Company develops owns, manages or
franchises hotel-casinos, resorts and vacation ownership and properties.
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NOTE: THIS PRESS RELEASE CONTAINS "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF FEDERAL SECURITIES LAW, INCLUDING STATEMENTS CONCERNING
BUSINESS STRATEGIES AND THEIR INTENDED RESULTS, AND SIMILAR STATEMENTS
CONCERNING ANTICIPATED FUTURE EVENTS AND EXPECTATIONS THAT ARE NOT HISTORICAL
FACTS. THE FORWARD-LOOKING STATEMENTS IN THIS PRESS RELEASE ARE SUBJECT
TO NUMEROUS RISKS AND UNCERTAINTIES, INCLUDING THE EFFECTS OF ECONOMIC
CONDITIONS; SUPPLY AND DEMAND CHANGES FOR HOTEL ROOMS; COMPETITIVE CONDITIONS
IN THE LODGING AND GAMING INDUSTRIES, RELATIONSHIPS WITH CLIENTS AND PROPERTY
OWNERS; THE IMPACT OF GOVERNMENT REGULATIONS; AND THE AVAILABILITY OF CAPITAL
TO FINANCE GROWTH, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE EXPRESSED IN OR IMPLIED BY THE STATEMENTS HEREIN.
