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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): NOVEMBER 30, 1999
HILTON HOTELS CORPORATION
(exact name of Registrant as specified in its charter)
DELAWARE 001-03427 36-2058176
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
9336 CIVIC CENTER DRIVE, BEVERLY HILLS, CA 90210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 278-4321
N/A
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
(a) On November 30, 1999, Hilton Hotels Corporation ("Hilton") and
Promus Hotel Corporation ("Promus") each received stockholder approval of
Hilton's acquisition of Promus pursuant to the Agreement and Plan of Merger
dated as of September 3, 1999, as amended, (the "Merger Agreement"). Pursuant
to the Merger Agreement, Promus merged into a wholly owned subsidiary of
Hilton on November 30, 1999. In the merger, each share of Promus common
stock, $.01 par value, was converted into the right to receive either (i)
$38.50 in cash, without interest, or (ii) 3.2158 shares of Hilton common
stock. Fifty-five percent of the Promus shares were converted into cash
consideration while the remaining forty-five percent were converted into
Hilton stock.
Financing for this transaction was also consummated on November 30,
1999. The financing was fully syndicated and led by Bank of America N.A. as
Lead Arranger, and First Union National Bank, Bank of Nova Scotia and
Wachovia Bank as Co-Arrangers.
Hilton's press release announcing consummation of the merger, dated
November 30, 1999, and two December 1, 1999 press releases correcting the
information previously released regarding the election made by Promus
shareholders with respect to the form of merger consideration to be received,
are attached to this Current Report on Form 8-K as Exhibits 99.1, 99.2 and
99.3, respectively, and are incorporated herein by reference.
Item 5. Other
(a) RIGHTS PLAN. In connection with the merger, a new Stockholder
Rights Plan was approved by Hilton's Board of Directors to replace the
Stockholder Rights Plan previously in effect. The Board of Directors declared
a dividend of one preferred share purchase right for each share of common
stock, $2.50 par value, of Hilton outstanding at the close of business on
November 30, 1999. As long as the Rights are attached to the Common Shares,
Hilton will issue one Right (subject to adjustment) with each new Common
Share so that all such shares will have attached Rights. When exercisable,
each Right will entitle the registered holder to purchase from Hilton one
one-hundredth of a share of Series A Junior Participating Preferred Stock at
a price of $80 per one one-hundredth of a Preferred Share, subject to
adjustment.
The description and terms of the Rights are set forth in a Rights
Agreement, dated as of November 29, 1999, as the same may be amended from
time to time, between Hilton and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent, a form of which is attached hereto as Exhibit 99.4 and
incorporated by reference into this Item 5. The Board of Directors of Hilton
also adopted a Certificate of Designations of Series A Junior Participating
Preferred Stock of the Company, and caused to be filed with the Secretary of
State of the State of Delaware the Certificate of Designations, in the form
attached hereto as Exhibit 99.5 and incorporated by reference into this Item
5.
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(b) STOCKHOLDER APPROVAL. On November 30, 1999, Hilton's proposals to
- amend its certificate of incorporation to increase the authorized
number of shares of common stock from 400 million to 500 million, and
- amend its bylaws to change the authorized number of directors
from 12 to a range of 10-to 20, with the exact number to be set from time to
time by the Hilton board of directors,
were also approved by the stockholders at the Hilton stockholder
meeting. The amendment to the certificate of incorporation increasing the
authorized number of shares of common stock was filed and became effective on
November 30, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. It is impracticable
to file the historical financial information required by Item 7(a) of Form
8-K at this time. Such historical financial information will be filed or
incorporated by reference when available, but in no event later than February
14, 1999.
(b) PRO FORMA FINANCIAL INFORMATION. It is impracticable to file the
pro forma financial information required by Item 7(b) of Form 8-K at this
time. Such pro forma financial information will be filed or incorporated by
reference when available, but in no event later than February 14, 1999.
(c) EXHIBITS.
The following exhibits are filed with this report on Form 8-K:
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<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
99.1 Press Release, dated November 30, 1999, announcing the
completion of the acquisition.
99.2 Press Release, dated December 1, 1999, announcing an error in
the previously released proration calculations.
99.3 Press Release, dated December 1, 1999, correcting the
previously released proration calculations.
99.4 Rights Agreement dated as of November 29, 1999 by and between
the Hilton Hotels Corporation and ChaseMellon Shareholder
Services, L.L.C. (1)
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99.5 Certificate of Designations of Series A Junior Participating
Preferred Stock of Hilton Hotels Corporation (1)
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(1) Previously filed by the Registrant in its Form 8-A filing of
December 1, 1999 and incorporated by reference herein pursuant to rule 12b-32
of the Exchange Act.
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SIGNATURES
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.
Date: December 2, 1999 HILTON HOTELS CORPORATION
By: /s/ Thomas E. Gallagher
--------------------------
Thomas E. Gallagher
Executive Vice President and
General Counsel
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EXHIBIT 99.1
[Hilton Logo]
Contact: Marc Grossman
Corporate Affairs
(310) 205-4030
HILTON, PROMUS MERGER RECEIVES SHAREHOLDER
APPROVAL; TRANSACTION COMPLETED
BEVERLY HILLS, CALIF., November 30, 1999--Hilton Hotels Corporation
(NYSE:HLT) and Promus Hotel Corporation (NYSE:PRH) said today that their
respective shareholders overwhelmingly approved Hilton's acquisition of
Promus, and announced also that the transaction has been completed. Shares of
Promus ceased trading at the close of business today.
Approval of the transaction received 76 percent of the total outstanding
Hilton shares (and 95.7 percent of the shares voting), and 90 percent of the
total outstanding Promus shares (and 99.6 percent of the shares voting). In
addition, the Hilton proposals to increase the authorized number of shares
and authorized number of directors were also approved. Based on today's
weighted average Hilton share price of $10.59, Promus shareholders generally
will be taxed on any gain only to the extent of the cash consideration
received, as more fully described in the joint proxy statement previously
sent to Hilton and Promus shareholders.
Preliminary analysis indicates that holders of approximately 64 percent
of the outstanding shares of Promus common stock made elections to receive
$38.50 in cash for each Promus share and holders of approximately 8 percent
elected to receive 3.2158 shares of Hilton common stock for each Promus
share. In order to reflect the agreed upon conversion of 55 percent of the
outstanding Promus shares into cash and 45 percent into Hilton stock, Promus
shareholders electing cash will be prorated such that approximately 86
percent of the Promus shares for which cash elections were made will be
exchanged for cash. All other Promus shares will receive 3.2158 shares of
Hilton common stock for each Promus share.
-more-
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Hilton/Promus Merger
2-2-2-2
A quarterly dividend of $.02 per share will be paid in cash on December
17, 1999 to Hilton shareholders of record as of December 3, 1999. While
former Promus shareholders who receive Hilton common stock in the acquisition
will be entitled to receive this dividend, they will not receive payment of
the dividend until the certificates representing their Promus shares have
been properly surrendered to the exchange agent.
Hilton said also that financing for the transaction--fully syndicated
and led by Bank of America N.A. as Lead Arranger, and First Union National
Bank, Bank of Nova Scotia and Wachovia Bank as Co-Arrangers--has been
successfully completed.
"Our integration process, which has been highly cooperative and
productive, was geared to enable us to hit the ground running as a combined
company on the day of closing, and we have accomplished that goal," said
Stephen F. Bollenbach, president and chief executive officer of Hilton Hotels
Corporation. "We appreciate the support of our and Promus' shareholders, and
look forward to moving ahead with a strengthened position as one of the
world's largest, strongest and most diverse lodging companies."
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[Hilton Letterhead]
NEWS RELEASE
Contact: Marc Grossman
(310) 205-4030
HILTON HOTELS CORPORATION ISSUES
STATEMENT REGARDING PRORATION CALCULATION
Beverly Hills, Calif., December 1, 1999 -- Hilton Hotels Corporation
(NYSE: HLT) said today that the preliminary proration calculation received
from the Exchange Agent, and issued yesterday in relation to its acquisition
of Promus Hotel Corporation, is incorrect and did not include guaranteed
delivery shares. A revised and corrected preliminary calculation will be
issued as soon as possible today.
# # #
Hilton Hotels Corporation World Headquarters
9336 Civic Center Drive, Beverly Hills, CA 90210
Tel: +1 310-205-4848
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[Hilton Letterhead]
NEWS RELEASE
Contact: Marc Grossman
Corporate Affairs
(310) 205-4030
HILTON ISSUES REVISED
PRELIMINARY PRORATION CALCULATIONS
Beverly Hills, Calif., December 1, 1999 - Hilton Hotels Corporation
(NYSE:HLT) today issued revised preliminary proration calculations relative
to its acquisition of Promus Hotel Corporation. This revises incorrect
information received by the Company from the Exchange Agent and issued
yesterday.
Including shares for which a notice of guaranteed delivery was received,
preliminary analysis indicates that holders of approximately 86 percent of
the outstanding shares of Promus common stock made elections to receive
$38.50 in cash for each Promus share, and holders of approximately 11 percent
elected to receive 3.2158 shares of Hilton common stock for each Promus share.
In order to reflect the agreed upon conversion of 55 percent of the
outstanding Promus shares into cash and 45 percent into Hilton stock, and
based upon this preliminary analysis, Promus shareholders electing cash will
be prorated such that approximately 64 percent of the Promus shares for which
cash elections were made will be exchanged for cash. All other Promus shares
will receive 3.2158 shares of Hilton common stock for each Promus share.
# # #
Hilton Hotels Corporation World Headquarters
9336 Civic Center Drive, Beverly Hills, CA 90210
Tel: +1 310-205-4848
Reservations: www.hilton.com or 1-800-HILTONS
