-----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, LgWREIs5e5s1GfDQQBl2X8xWWbUTnSULBDVvDEL1isYgm5fpWhTI+vGVQGcLxAxs 0K1UemsBTVCxrY5dzJ1oiQ== 0000898430-96-004159.txt : 19960903 0000898430-96-004159.hdr.sgml : 19960903 ACCESSION NUMBER: 0000898430-96-004159 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960829 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960830 SROS: NYSE SROS: PSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03427 FILM NUMBER: 96624601 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 8-K 1 DATE OF EARLIEST EVENT REPORTED: AUGUST 29, 1996 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): August 29, 1996 ---------------------- 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) ITEM 5. OTHER EVENTS. ------------ (a) On August 29, 1996, Hilton Hotels Corporation ("HHC"), the owner of the Hilton name within the United States, and Ladbroke Group PLC ("Ladbroke"), whose wholly owned subsidiary Hilton International ("HIC") holds the rights to the Hilton name outside of the United States, announced the signing of a heads of agreement for a substantive alliance that includes the reunification of the Hilton hotel brand. The alliance is subject to the signing of definitive agreements and the receipt of certain regulatory and other approvals. Under the terms of the alliance, HHC and HIC intend from 1997 to cooperate on sales and marketing, loyalty programs, hotel development and other operational matters. The definitive agreements will contain a reciprocal opportunity for the purchase of shares in the other party, subject to the rules applying to such purchases where there are cross directorships. The agreement will be reinforced, subject to necessary approvals, by HHC President and Chief Executive Officer Stephen F. Bollenbach joining the Board of Directors of Ladbroke and Ladbroke's Chief Executive Officer Peter George joining the Board of Directors of HHC. The key elements of the heads of agreement include the formation of a jointly-owned company to market and develop the Hilton brand domestically and internationally, the proposed extension of HHC's HHonors frequent guest loyalty program to all Hilton hotels, the ability of HHC and Ladbroke to participate in each other's future hotel developments, and the opportunity for Ladbroke to participate as a partner in some of HHC's key gaming developments in the United States. A copy of the press release dated August 29, 1996 relating to the alliance is attached as Exhibit 99.1 hereto and incorporated herein by reference. (b) Hilton, through its wholly-owned limited partnership Flamingo Hilton Riverboat Casino, L.P., has been developing a riverboat casino in Kansas City, Missouri. The opening of the riverboat casino is subject to the receipt of all required gaming licenses and permits. As of the date hereof, the Missouri Gaming Commission (the "MGC") has not granted such gaming licenses. It is anticipated that the MGC will grant such gaming licenses in September or October of 1996, however there can be no assurance that this will be the case. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. ------------------------------------------------------------------ 7(c) Exhibits. -------- 99.1 Press Release of Hilton Hotels Corporation dated August 29, 1996. 2 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/ Robert La Forgia -------------------------- Name: Robert La Forgia Dated: August 29, 1996 Title: Senior Vice President and Controller 3 EX-99.1 2 PRESS RELEASE DATED AUGUST 29, 1996 EXHIBIT 99.1 [LETTERHEAD OF LADBROKE GROUP PLC] [LETTERHEAD OF HILTON HOTELS CORPORATION] PRESS RELEASE LADBROKE GROUP AND HILTON HOTELS CORPORATION -------------------------------------------- ANNOUNCE WORLDWIDE ALLIANCE -------------------------- Hilton hotel brand to be reunited after 32 years London, 29th August 1996 -- Hilton Hotels Corporation (NYSE:HLT) ("HHC"), the owner of the Hilton name within the US, and Ladbroke Group PLC ("Ladbroke"), whose wholly owned subsidiary Hilton International ("HIC") holds the rights elsewhere in the world, announced today the signing of heads of agreement for a substantive worldwide alliance that includes the reunification of the Hilton hotel brand. The alliance is subject to the signing of definitive agreements and the receipt of certain regulatory and other approvals. Under the terms of the alliance, HHC and HIC intend from 1997 to cooperate on sales and marketing, loyalty programmes, hotel development and other operational matters to the mutual benefit of each company, their hotel owners and their shareholders. The alliance provides HHC an immediate and significantly larger presence in the international hotel arena, while giving Ladbroke a major position in the hotel business in the US. The agreement will also provide Ladbroke with an opportunity to participate in the expansion of HHC's growing gaming business in the US and envisages future cooperation between the companies in major gaming developments around the world. The definitive agreements will contain a reciprocal opportunity for the purchase in the other party, subject to the rules applying to such purchases where there are cross directorships. HHC's current intention is to acquire a 5% stake in Ladbroke at the earliest opportunity after the signing of the agreements. -2- In addition, the agreement will be reinforced, subject to necessary approvals, by HHC President and Chief Executive Officer Stephen F. Bollenbach joining the Board of Directors of Ladbroke and Ladbroke's Chief Executive Officer Peter George joining the HHC board. Hilton, which is the most recognised brand name in the world's hotel industry, has operated separately within and outside the US since 1964, when HIC was spun off from HHC. Ladbroke acquired HIC in 1987. With 400 hotels in 49 countries, the reunification of the brand will further enhance Hilton's leadership position in one of the world's fastest growing industries. The key elements of the heads of agreement comprise: * the formation of a jointly owned company to market and develop the Hilton brand in a cooperative manner around the world. This would include coordinated and jointly developed advertising, promotions, product development and reservations systems. It would also review the potential benefits of adopting a unified Hilton brand mark. The company will utilise management from within the existing businesses of the two organisations. * the proposed extension of HHC's highly successful HHonors frequent guest loyalty programme to all Hilton hotels. HHonors currently has nearly five million active members and is the brand leader in loyalty programmes within the hotel industry. * the ability to participate in each other's future hotel developments. This will include in particular: * a 20% profit participation in each other's full-service hotel development in exchange for a 20% contribution to any required capital investment. * an agreement whereby, with the consent of both Conrad and HIC owners in the relevant locations, HIC will be responsible for the future development of the Conrad brand outside the US. -3- * HIC will license HHC to expand HHC's franchising business into Mexico and Canada for which HIC will receive 20% of the profits. In return, HIC will participate in HHC's full-service franchising business, enjoying 20% of the profits of future developments. * a profit participation arrangement as the parties explore and develop a mid-market brand in local markets around the world. * the opportunity for Ladbroke to participate as a partner in some of HHC's key gaming developments in the US. When its acquisition of Bally Entertainment Corporation is completed, HHC will be the world's largest casino gaming organisation. In addition, the parties will cooperate on ways of jointly pursuing major gaming developments worldwide. An Alliance Liaison Group, consisting of the chief executive and two other senior executives from each company, will be responsible for implementing the alliance to maximise opportunities for both Ladbroke and HHC. Joint working parties are being formed to carry out the proposals, under the guidance of the Alliance Liaison Group. It is the intention of both parties that the agreements should be signed as soon as possible so that the alliance can become effective in early 1997. In particular, it is anticipated that certain sales and marketing initiatives, particularly the extension of the HHonors frequent guest loyalty programme, will be operational from 1st January 1997. The agreements will have an initial term of 10 years, automatically renewable for further periods of 10 years thereafter. Mr. Peter George commented: "Since I became Chief Executive, it's been my ambition to reunite the Hilton brand and I am delighted to be making today's announcement with Steve Bollenbach. This deal makes good sense for our customers, our employees and our shareholders. Through this alliance, our two companies intend to lead the hotel and gaming markets worldwide." -4- Mr. Bollenbach commented: "One of our stated growth objectives has been to leverage the powerful Hilton brand name by expanding our international presence and this agreement with Ladbroke is a significant step toward achieving that goal. Not only does this alliance give HHC a major and immediate presence in the global lodging industry, but the financial commitments made by our two companies confirm Peter's and my dedication to the success of this effort." -ends- Enquiries to: Stephen Devany Marc Grossman Head of Corporate Affairs Senior Vice President- Ladbroke Group PLC Corporate Affairs Hilton Hotels Corporation Both available today at Ladbroke Group PLC on: (44) 171 323 5000 Thereafter, Marc Grossman will be available on: (1) 310 205 4030 -----END PRIVACY-ENHANCED MESSAGE-----