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As filed with the Securities and Exchange Commission on July 21, 2000
Registration No. 333-04273
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HILTON HOTELS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2058176
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9336 Civic Center Drive
Beverly Hills, California 90210
(Address of Principal Executive Offices) (Zip Code)
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1996 STOCK INCENTIVE PLAN
1996 CHIEF EXECUTIVE STOCK INCENTIVE PLAN
(Full title of the plans)
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Thomas E. Gallagher
Executive Vice President, Chief Administrative
Officer, General Counsel and Secretary
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, California 90210
(Name and address of agent for service)
(310) 278-4321
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered (1) Per Share (2) Offering Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock,
$2.50 par value per share 43,000,000 shares $10.00 $430,000,000 $113,520
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</TABLE>
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(1) Additional number of shares authorized for issuance pursuant to the 1996
Stock Incentive Plan (the "Plan") of Hilton Hotels Corporation (the
"Registrant"). Also registered hereunder are such additional number of shares of
the Registrant's Common Stock ("Common Stock"), presently undeterminable, as may
be necessary to satisfy the antidilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended (the
"Securities Act"), and based on the average of the high and low prices of
Registrant's Common Stock as reported on the New York Stock Exchange Composite
Tape on July 17, 2000.
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The Registrant files this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 pursuant to Instruction E of Form S-8 and
incorporates by reference the contents of the previous Registration Statement
filed by the Registrant on Form S-8 (Registration No. 333-04273), (the "Original
Form S-8"). The current registration of 43,000,000 shares of Common Stock will
increase the number of shares registered for issuance under the Plan from
6,000,000 shares (as adjusted to give effect to the four-for-one stock split
effected by the Registrant on September 19, 1996) to 49,000,000 shares. The
Original Form S-8 also registered 1,500,000 shares of Common Stock (subsequently
adjusted to 6,000,000 shares to give effect to the four-for-one stock split
effected by the Registrant on September 19, 1996) under the 1996 Chief Executive
Stock Incentive Plan.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities registered hereby has been passed upon by
Thomas E. Gallagher, Executive Vice President, Chief Administrative Officer,
General Counsel and Secretary of the Registrant. Mr. Gallagher owns 13,002
shares of Common Stock of the Registrant.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement:
EXHIBIT
NUMBER
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4.1 Hilton Hotels Corporation 1996 Stock Incentive Plan, as amended and
restated
4.2 Restated Certificate of Incorporation of Registrant, as amended
(incorporated herein by reference from Exhibit 4.1 to Registrant's
Registration Statement on Form S-3 (File No. 333-18523))
4.3 Amendment to Restated Certificate of Incorporation of Registrant
(incorporated herein by reference from Exhibit 3.1 to Registrant's
Quarterly Report on Form 10-Q for the period ended June 30, 1997)
4.4 Amendment to Restated Certificate of Incorporation of Registrant
(incorporated herein by reference from Appendix F to Registrant's
Registration Statement on Form S-4 (File No. 333-89437))
4.5 By-Laws of Registrant, as amended (incorporated herein by reference
from Exhibit 4.2 to Registrant's Registration Statement on Form S-3
(File No. 333-18523))
4.6 Amendment to By-Laws of Registrant (incorporated herein by reference
from Exhibit 3.4 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998)
4.7 Amendment to By-Laws of Registrant (incorporated herein by reference
from Appendix G to Registrant's Registration Statement on Form S-4
(File No. 333-89437))
5 Opinion of Thomas E. Gallagher
23 Consent of Arthur Andersen LLP
24 Power of Attorney (included on signature pages hereof)
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SIGNATURES
Pursuant to the requirements of the Securities Act 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Beverly Hills,
State of California, on this 20th day of July, 2000.
HILTON HOTELS CORPORATION
By: /s/ MATTHEW J. HART
--------------------------------
Matthew J. Hart
Executive Vice President and
Chief Financial Officer
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<PAGE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Post Effective
Amendment No. 1 to Registration Statement on Form S-8 (as amended, the
"Registration Statement") has been signed below as of the 20th day of July,
2000 by or on behalf of the following persons in the capacities indicated.
Each such person, in so signing, also makes, constitutes and appoints
Thomas E. Gallagher and Matthew J. Hart, or either of them, with full power of
substitution and resubstitution, such person's true and lawful attorney-in-fact,
in his or her name, place and stead to execute and cause to be filed with the
Securities and Exchange Commission any or all amendments to this Registration
Statement, with all exhibits and any and all documents required to be filed with
respect thereto, and to do and perform each and every act and thing necessary to
effectuate the same.
/s/ STEPHEN F. BOLLENBACH /s/ ROBERT M. LA FORGIA
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Stephen F. Bollenbach Robert M. La Forgia
President, Chief Executive Officer Senior Vice President and Controller
and Director (Chief Accounting Officer)
/s/ A. STEVEN CROWN /s/ BENJAMIN V. LAMBERT
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A. Steven Crown Benjamin V. Lambert
Director Director
/s/ PETER M. GEORGE /s/ JOHN H. MYERS
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Peter M. George John H. Myers
Director Director
/s/ ARTHUR M. GOLDBERG /s/ JOHN L. NOTTER
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Arthur M. Goldberg John L. Notter
Director Director
/s/ MATTHEW J. HART /s/ JUDY L. SHELTON
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Matthew J. Hart Judy L. Shelton
Executive Vice President and Director
Chief Financial Officer
/s/ BARRON HILTON /s/ DONNA F. TUTTLE
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Barron Hilton Donna F. Tuttle
Chairman of the Board Director
/s/ DIETER H. HUCKESTEIN /s/ PETER V. UEBERROTH
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Dieter H. Huckestein Peter V. Ueberroth
Director Director
/s/ ROBERT L. JOHNSON /s/ SAM D. YOUNG, JR.
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Robert L. Johnson Sam D. Young, Jr.
Director Director
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