UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
HILTON HOTELS CORPORATION
------------------------------------------
(Name of Issuer)
8% PRIDES, Convertible Preferred Stock, $1.00 Par Value
------------------------------------------------------------
(Title of Class of Securities)
432848208
--------------------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 11 Pages
Exhibit Index: Page 9
<PAGE>
SCHEDULE 13G
CUSIP No. 902128206 Page 2 of 11 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ANGELO, GORDON & CO., L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
BD, IA, PN
<PAGE>
SCHEDULE 13G
CUSIP No. 432848208 Page 3 of 11 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JOHN M. ANGELO
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_]
11 Percent of Class Represented By Amount in Row (9)
0.0%
12 Type of Reporting Person*
IN, HC
<PAGE>
SCHEDULE 13G
CUSIP No. 432848208 Page 4 of 11 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MICHAEL L. GORDON
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_]
11 Percent of Class Represented By Amount in Row (9)
0.0%
12 Type of Reporting Person*
IN, HC
<PAGE>
Page 5
Item 1(a) Name of Issuer:
Hilton Hotels Corporation (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
9336 Civic Center Drive, Beverly Hills, California 90210
Item 2(a) Name of Person Filing:
This statement is filed on behalf of the following reporting
persons (the "Reporting Persons"): (i) Angelo, Gordon & Co., L.P.
("Angelo, Gordon"), (ii) John M. Angelo, in his capacities as a
general partner of AG Partners, L.P., the sole general partner of
Angelo, Gordon, and the chief executive officer of Angelo, Gordon
and (iii) Michael L. Gordon, in his capacities as the other
general partner of AG Partners, L.P., the sole general partner of
Angelo, Gordon, and the chief operating officer of Angelo,
Gordon.
Item 2(b) Address of Principal Business Office or, if none, Residence:
(i) The principal business office of Angelo, Gordon is located at 245
Park Avenue, New York, NY 10167.
(ii) The address of the principal business office of Mr. Angelo is 245
Park Avenue, New York, NY 10167.
(iii) The address of the principal business office of Mr. Gordon is 245
Park Avenue, New York, NY 10167.
Item 2(c) Citizenship:
(i) Angelo, Gordon is a Delaware limited partnership.
(ii) Mr. Angelo is a citizen of the United States.
(iii) Mr. Gordon is a citizen of the United States.
Item 2(d) Title of Class of Securities:
8% PRIDES (Preferred Redeemable Increased Dividend Equity
Securities), Convertible Preferred Stock, $1.00 Par Value (the
"Shares").
Item 2(e) CUSIP Number:
432848208
<PAGE>
Page 6
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(i) Angelo, Gordon is a broker-dealer registered under Section 15 of
the Act and an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940.
(ii) Mr. Angelo is a "parent holding company."
(iii) Mr. Gordon is a "parent holding company."
Item 4. Ownership:
(a) Amount Beneficially Owned:
(i) As of September 30, 1998, Angelo, Gordon is not considered a
beneficial owner of any Shares.
(ii) Mr. Angelo is not considered a beneficial owner of any Shares.
Mr. Angelo is the chief executive officer of Angelo, Gordon and
is a general partner of AG Partners, L.P., the sole general
partner of Angelo, Gordon.
(iii) Mr. Gordon is not considered a beneficial owner of any Shares.
Mr. Gordon is the chief operating officer of Angelo, Gordon and
is the other general partner of AG Partners, L.P., the sole
general partner of Angelo, Gordon.
(b) Percent of Class:
Angelo, Gordon is considered to beneficially own 0.0% of the
total number of shares outstanding.
<PAGE>
Page 7
(c) Number of shares as to which such person has:
Angelo,Gordon Mr. Angelo Mr. Gordon
------------- ---------- ----------
(i) sole power to vote or to
direct the vote: 0 0 0
(ii) shared power to vote or
to direct the vote: 0 0 0
(iii) sole power to dispose or
to direct the disposition of: 0 0 0
(iv) shared power to dispose or
to direct the disposition of: 0 0 0
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof, the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following. [x]
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported On by the Parent Holding
Company:
See Exhibit B.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9 Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that, to
the best of such person's knowledge and belief, the securities
referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as
a participant in any transaction having such purposes or effect.
<PAGE>
Page 8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 7, 1998 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /S/ MICHAEL L. GORDON
-----------------------------
Name: Michael L. Gordon
Title:General Partner
Dated: October 7, 1998 /S/ JOHN M. ANGELO
---------------------------------------
JOHN M. ANGELO
Dated: October 7, 1998 /S/ MICHAEL L. GORDON
---------------------------------------
MICHAEL L. GORDON
<PAGE>
Page 9
EXHIBITS
Page
------
A. Joint Filing Agreement, dated February 14, 1997, by and among
Angelo, Gordon & Co., L.P., Mr. John M. Angelo and Mr.
Michael L. Gordon ..................................................10
B. Item 7 disclosure ..................................................11
Page 10
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G
with respect to the 8% PRIDES, Convertible Preferred Stock of Hilton Hotels
Corporation dated February 14, 1997 is, and any amendments thereto signed by
each of the undersigned shall be, filed on behalf of each of us pursuant to and
in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Dated: February 14, 1997 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /S/ MICHAEL L. GORDON
-----------------------------
Name: Michael L. Gordon
Title:General Partner
Dated: February 14, 1997 /S/ JOHN M. ANGELO
---------------------------------------
JOHN M. ANGELO
Dated: February 14, 1997 /S/ MICHAEL L. GORDON
---------------------------------------
MICHAEL L. GORDON
Page 11
EXHIBIT B
ITEM 7
Angelo, Gordon is the relevant subsidiary for which Mr. Angelo
and Mr. Gordon may each be considered a "parent holding company."
Angelo, Gordon is a broker-dealer registered under Section 15 of
the Act and an investment adviser registered under the Investment Advisers Act
of 1940.
