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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HILTON HOTELS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 36-2058176
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(State of incorporation or organization) (IRS Employer Identification No.)
9336 Civic Center Drive, Beverly Hills, California 90210
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the registration
registration of a class of of a class of securities pursuant to
securities pursuant to Section Section 12(g) of the Exchange Act
12(b) of the Exchange Act and is pursuant to General Instruction
and is effective pursuant to A(d) please check the following box.
General Instruction A(c) / /
please check the following box. / X /
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
Preferred Share Purchase Rights New York Stock Exchange
Pacific Stock Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
The response to Item 1 is hereby amended by adding the following
paragraphs and the attached exhibit.
Reference is hereby made to the Registration Statement on Form 8-A
filed with the Securities and Exchange Commission (the "SEC") by Hilton
Hotels Corporation (the "Company") on July 10, 1998, as amended by Amendment
No. 1 filed with the SEC on September 16, 1998 (the "Form 8-A"). The Form
8-A relates to the preferred share purchase rights (the "Rights") of the
Company and the Amended and Restated Rights Agreement dated as of September
10, 1998 (the "Rights Agreement"), by and between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent. The Form 8-A is incorporated
herein by reference.
On September 3, 1999, the Company's Board of Directors approved and
adopted an amendment to the Rights Agreement dated as of September 3, 1999
("Amendment No. 1"), a copy of which is attached hereto as Exhibit 1 and
incorporated herein by reference.
Amendment No. 1 increases the percentage ownership threshold at
which the rights become exercisable from 15% to 20%. The other provisions of
the Rights Agreement are not otherwise amended and continue in full force as
set forth therein.
The foregoing description of Amendment No. 1 does not purport to be
complete and is qualified in its entirety by reference to Amendment No. 1,
which is attached hereto as an exhibit and incorporated herein by reference.
Item 2. EXHIBITS
1. Amendment No. 1 dated as of September 3, 1999 to Amended and
Restated Rights Agreement dated as of September 10, 1998, by
and between Hilton Hotels Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
Amendment No. 2 to Registration Statement on Form 8-A to be signed on its
behalf by the undersigned hereunto duly authorized.
HILTON HOTELS CORPORATION
Dated: September 3, 1999 By: /s/ Thomas E. Gallagher
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Thomas E. Gallagher
Executive Vice President, Chief
Administrative Officer, General
Counsel and Secretary
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EXHIBIT INDEX
<TABLE>
<S> <C>
1. Amendment No. 1 dated as of September 3, 1999 to Amended and
Restated Rights Agreement dated as of September 10, 1998, by and
between Hilton Hotels Corporation and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.
</TABLE>
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EXHIBIT 1
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
Amendment No. 1 dated as of September 3, 1999 ("Amendment No. 1") to
Amended and Restated Rights Agreement, dated as of September 10, 1998 (the
"Rights Agreement"), between Hilton Hotels Corporation (the "Company") and
ChaseMellon Shareholder Services, LLC, as Rights Agent (all terms not
otherwise defined herein shall have the meanings ascribed to them in the
Rights Agreement).
W I T N E S S E T H:
WHEREAS, the Company and the Rights Agent have previously entered into
the Rights Agreement specifying the terms of the Rights;
WHEREAS, Section 26 of the Rights Agreement provides that, subject to
certain limitations contained in such Section, the Company may, and the
Rights Agent shall, if the Company so directs, supplement or amend any
provision of the Rights Agreement in any respect without the approval of any
holders of Rights or Common Shares;
WHEREAS, the Company's Board of Directors has determined that it is in
the best interests of the Company and its stockholders to amend the Rights
Agreement in order to afford investors the opportunity to own a larger stake
in the Company;
WHEREAS, the Company's Board of Directors has duly approved amending the
Rights Agreement to contain the terms and conditions set forth in this
Amendment No. 1.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties hereby agree as follows:
1. AMENDMENT TO SECTION 1.1. The definition of "Acquiring Person" in
Section 1.1 of the Rights Agreement is hereby amended to substitute the
percentage "20%" for the percentage "15%" in each instance in which it
appears therein.
2. AMENDMENT TO SECTION 3.1. Section 3.1 of the Rights Agreement is
hereby amended to substitute the percentage "20%" for the percentage "15%"
therein.
3. OTHER PROVISIONS. In all respects not inconsistent with the terms and
provisions of this Amendment No. 1, the Rights Agreement is hereby ratified
and confirmed.
4. COUNTERPARTS. This Amendment No. 1 may be executed in any number of
counterparts and each such counterpart shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute but one and
the same instrument.
5. DELAWARE LAW. This Amendment No. 1 to the Rights Agreement shall be
governed by and construed in accordance with the laws of the State of
Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed on the day and year first set forth above.
HILTON HOTELS CORPORATION
By: /s/ Thomas E. Gallagher
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Thomas E. Gallagher
Executive Vice President, Chief
Administrative Officer, General
Counsel and Secretary
CHASEMELLON SHAREHOLDER
SERVICES, LLC
By: /s/ Martha Mijango
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Name: Martha Mijango
Title: Assistant Vice President
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