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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): MARCH 13, 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 March 13, 1998, Hilton Hotels Corporation and Circus Circus
Enterprises, Inc. 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 and Circus Circus
Enterprises, Inc., dated March 13, 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: March 13, 1998 General Counsel
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Exhibit 99.1
FOR IMMEDIATE RELEASE
_____________________
Contact: Marc Grossman Glenn Schaeffer
Hilton Hotels Corporation Circus Circus Enterprises, Inc.
310-205-4030 702-691-5912
HILTON, CIRCUS CIRCUS CONFIRM DISCUSSIONS
Beverly Hills, Calif., March 13, 1998 -- Hilton Hotels Corporation
(NYSE:HLT) and Circus Circus Enterprises, Inc. (NYSE:CIR) said today that
they are discussing a potential transaction in which 1) Hilton would split
its gaming and lodging operations into two separate publicly-traded companies
through a tax-free spin-off, and 2) Circus Circus would merge into the
resulting gaming company in a stock-for-stock merger.
While discussions are ongoing, no agreement has been reached, many key
elements of the potential transaction are not resolved and the transaction
has not been approved by the companies' respective boards of directors.
There can be no assurance that this or any other potential transaction will be
pursued. The companies further stated that they would have no additional
comment on the potential transaction unless and until an agreement between
the companies has been reached with respect to the transaction or the
discussions are abandoned.
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