HILTON HOTELS CORP
8-K, 1998-09-14
HOTELS & MOTELS
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<PAGE>

                        SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC  20549

                                 ----------------

                                    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):  September 14, 1998
        
        
                             Hilton Hotels Corporation
                          ------------------------------
                          (Exact Name of Registrant as
                              Specified in 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)


<PAGE>

ITEM 5.   OTHER EVENTS

A copy of the Registrant's press release dated September 14, 1998 is attached 
hereto as Exhibit 99 and incorporated herein by reference.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          7(c) Exhibits
               --------
               99     Press Release of Hilton Hotels Corporation, dated 
                      September 14, 1998.



                                       2

<PAGE>

          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
                                   -------------------------------------------
                                   Name:   Thomas E. Gallagher
Dated:  September 14, 1998         Title:  Executive Vice President and
                                           General Counsel

                                       3

<PAGE>

                                  [LETTERHEAD]

                                                                     EXHIBIT 99


                                                       Contact:  Marc Grossman
                                                                 310-205-4030

                                                                 Kathy Shepard
                                                                 310-205-7676 

                                                                 Geoff Davis
                                                                 310-205-4541


               HILTON 3Q98 EARNINGS TO BE LOWER THAN EXPECTED
               ----------------------------------------------

     BEVERLY HILLS, Calif., September 14, 1998 -- Hilton Hotels Corporation 
(NYSE:HLT) said today it expects net income per diluted share for the third 
quarter ending September 30, 1998 to be in the low-30 cent range.  For the 
comparable 1997 period, Hilton reported earnings of $.35 per diluted share. 

     Primary factors impacting the current period's anticipated results 
include: softness at the company's Honolulu and San Francisco hotels owing to 
the continuing Asian economic crisis; lower-than-expected management fee 
income from the company's international properties, particularly the Conrad 
International Hong Kong, which is also impacted by the Asia situation; 
comparatively low table game hold percentage Bally's Park Place in Atlantic 
City, and a generally sluggish Las Vegas market resulting in 
lower-than-expected RevPAR at the company's Las Vegas properties.

                                    -more-

<PAGE>

3Q Prerelease
2-2-2-2

     Apart from Honolulu and San Francisco, the company said most of its "Top 
10" owned hotels -- including those in New York, Chicago, Washington and New 
Orleans -- continue to post strong EBITDA and RevPAR gains versus the 1997 
quarter.  The company noted also that its Bally's Park Place property 
continues to lead the Atlantic City market in EBITDA margin, while its Las 
Vegas hotel-casinos are performing generally in line with current market 
conditions. 


    Hilton said it expects fourth quarter 1998 operating results to be in 
line with both company and Wall Street estimates.

                                     # # # 

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.



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