-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M4JvL5ajINMcA9Kzp9dFqWN5Z4YKUjVdO2y/pfhnAsj3UxPVKkdeCORTAbd2Yzcw wfub49suvncq3bpyieGi4Q== 0000921530-98-000123.txt : 19981008 0000921530-98-000123.hdr.sgml : 19981008 ACCESSION NUMBER: 0000921530-98-000123 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981007 SROS: NYSE GROUP MEMBERS: ANGELO GORDON & CO LP GROUP MEMBERS: JOHN M. ANGELO GROUP MEMBERS: MICHAEL L. GORDON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HILTON HOTELS CORP CENTRAL INDEX KEY: 0000047580 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 362058176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-09683 FILM NUMBER: 98721822 BUSINESS ADDRESS: STREET 1: 9336 CIVIC CTR DR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3102784321 MAIL ADDRESS: STREET 1: 9336 CIVIC CENTER DR CITY: BEVERLY STATE: CA ZIP: 90210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELO GORDON & CO LP CENTRAL INDEX KEY: 0000937789 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133478879 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-692-20 MAIL ADDRESS: STREET 1: 245 PARK AVENUE 26TH FL CITY: NEW YORK STATE: NY ZIP: 10167 SC 13G/A 1 AMEND NO. 3 TO 13G RE HILTON HOTELS CORP 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 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 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 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 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 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 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 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 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 EX-99.A 2 EXHIBIT A - JOINT FILING AGREEMENT 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 EX-99.B 3 EXHIBIT B - ITEM 7 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. -----END PRIVACY-ENHANCED MESSAGE-----