8-K 1 a2037996z8-k.htm FORM 8-K Prepared by MERRILL CORPORATION www.edgaradvantage.com
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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):
February 9, 2001

Hilton Hotels Corporation
(Exact name of registrant as specified in its charter)

Delaware   1-3427   36-2058176
(State of Incorporation)   (Commission File Number)   (IRS Employer
Identification No.)

9336 Civic Center Drive
Beverly Hills, California 90210
(Address of principal executive offices) (Zip Code)

(310) 278-4321
(Registrant's telephone number, including area code)

ITEM 5.  OTHER EVENTS.

    Registrant has entered into an Underwriting Agreement with Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, First Union Securities, Inc., Scotia Capital (USA) Inc., Wachovia Securities, Inc., Banc One Capital Markets, Inc., SG Cowen Securities Corporation, Credit Lyonnais Securities (USA) Inc., Credit Suisse First Boston Corporation, BNY Capital Markets, Inc. and Utendahl Capital Partners, L.P., attached hereto as Exhibit 1.01 and incorporated herein by reference.

    The terms of the Registrant's $300,000,000 aggregate principal amount of 81/4% Senior Notes due 2011 have been established as set forth in the Officers' Certificate, attached hereto as Exhibit 99.01 and incorporated herein by reference. The Prospectus Supplement dated February 9, 2001 with respect to such notes is attached hereto as Exhibit 99.02 and incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

    7(c)
    Exhibits

         1.01 Underwriting Agreement.

        99.01 Officers' Certificate.

        99.02 Prospectus Supplement.

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SIGNATURE

    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.

Dated: February 12, 2001

    HILTON HOTELS CORPORATION

 
 
By:
/s/ MATTHEW J. HART   
Matthew J. Hart
 Executive Vice President
and Chief Financial Officer

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