-----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, I72Kyuw7lK4o1fqut8O4lNikiCEtiv65jlgL5veZoKHDQWSbv8RLAFtb5Xzl3Bq6 v3g6LVt+xXzBb2Jo84ab4Q== 0000912057-99-008052.txt : 19991203 0000912057-99-008052.hdr.sgml : 19991203 ACCESSION NUMBER: 0000912057-99-008052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991130 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991202 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: SEC FILE NUMBER: 001-03427 FILM NUMBER: 99768041 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 8-K 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): NOVEMBER 30, 1999 HILTON HOTELS CORPORATION (exact name of Registrant as specified in its charter) DELAWARE 001-03427 36-2058176 (State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 9336 CIVIC CENTER DRIVE, BEVERLY HILLS, CA 90210 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (310) 278-4321 N/A (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets. (a) On November 30, 1999, Hilton Hotels Corporation ("Hilton") and Promus Hotel Corporation ("Promus") each received stockholder approval of Hilton's acquisition of Promus pursuant to the Agreement and Plan of Merger dated as of September 3, 1999, as amended, (the "Merger Agreement"). Pursuant to the Merger Agreement, Promus merged into a wholly owned subsidiary of Hilton on November 30, 1999. In the merger, each share of Promus common stock, $.01 par value, was converted into the right to receive either (i) $38.50 in cash, without interest, or (ii) 3.2158 shares of Hilton common stock. Fifty-five percent of the Promus shares were converted into cash consideration while the remaining forty-five percent were converted into Hilton stock. Financing for this transaction was also consummated on November 30, 1999. The financing was fully syndicated and led by Bank of America N.A. as Lead Arranger, and First Union National Bank, Bank of Nova Scotia and Wachovia Bank as Co-Arrangers. Hilton's press release announcing consummation of the merger, dated November 30, 1999, and two December 1, 1999 press releases correcting the information previously released regarding the election made by Promus shareholders with respect to the form of merger consideration to be received, are attached to this Current Report on Form 8-K as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference. Item 5. Other (a) RIGHTS PLAN. In connection with the merger, a new Stockholder Rights Plan was approved by Hilton's Board of Directors to replace the Stockholder Rights Plan previously in effect. The Board of Directors declared a dividend of one preferred share purchase right for each share of common stock, $2.50 par value, of Hilton outstanding at the close of business on November 30, 1999. As long as the Rights are attached to the Common Shares, Hilton will issue one Right (subject to adjustment) with each new Common Share so that all such shares will have attached Rights. When exercisable, each Right will entitle the registered holder to purchase from Hilton one one-hundredth of a share of Series A Junior Participating Preferred Stock at a price of $80 per one one-hundredth of a Preferred Share, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement, dated as of November 29, 1999, as the same may be amended from time to time, between Hilton and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, a form of which is attached hereto as Exhibit 99.4 and incorporated by reference into this Item 5. The Board of Directors of Hilton also adopted a Certificate of Designations of Series A Junior Participating Preferred Stock of the Company, and caused to be filed with the Secretary of State of the State of Delaware the Certificate of Designations, in the form attached hereto as Exhibit 99.5 and incorporated by reference into this Item 5. 2 (b) STOCKHOLDER APPROVAL. On November 30, 1999, Hilton's proposals to - amend its certificate of incorporation to increase the authorized number of shares of common stock from 400 million to 500 million, and - amend its bylaws to change the authorized number of directors from 12 to a range of 10-to 20, with the exact number to be set from time to time by the Hilton board of directors, were also approved by the stockholders at the Hilton stockholder meeting. The amendment to the certificate of incorporation increasing the authorized number of shares of common stock was filed and became effective on November 30, 1999. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. It is impracticable to file the historical financial information required by Item 7(a) of Form 8-K at this time. Such historical financial information will be filed or incorporated by reference when available, but in no event later than February 14, 1999. (b) PRO FORMA FINANCIAL INFORMATION. It is impracticable to file the pro forma financial information required by Item 7(b) of Form 8-K at this time. Such pro forma financial information will be filed or incorporated by reference when available, but in no event later than February 14, 1999. (c) EXHIBITS. The following exhibits are filed with this report on Form 8-K:
EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release, dated November 30, 1999, announcing the completion of the acquisition. 99.2 Press Release, dated December 1, 1999, announcing an error in the previously released proration calculations. 99.3 Press Release, dated December 1, 1999, correcting the previously released proration calculations. 99.4 Rights Agreement dated as of November 29, 1999 by and between the Hilton Hotels Corporation and ChaseMellon Shareholder Services, L.L.C. (1) 3 99.5 Certificate of Designations of Series A Junior Participating Preferred Stock of Hilton Hotels Corporation (1)
(1) Previously filed by the Registrant in its Form 8-A filing of December 1, 1999 and incorporated by reference herein pursuant to rule 12b-32 of the Exchange Act. 4 SIGNATURES 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. Date: December 2, 1999 HILTON HOTELS CORPORATION By: /s/ Thomas E. Gallagher -------------------------- Thomas E. Gallagher Executive Vice President and General Counsel 5 EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 [Hilton Logo] Contact: Marc Grossman Corporate Affairs (310) 205-4030 HILTON, PROMUS MERGER RECEIVES SHAREHOLDER APPROVAL; TRANSACTION COMPLETED BEVERLY HILLS, CALIF., November 30, 1999--Hilton Hotels Corporation (NYSE:HLT) and Promus Hotel Corporation (NYSE:PRH) said today that their respective shareholders overwhelmingly approved Hilton's acquisition of Promus, and announced also that the transaction has been completed. Shares of Promus ceased trading at the close of business today. Approval of the transaction received 76 percent of the total outstanding Hilton shares (and 95.7 percent of the shares voting), and 90 percent of the total outstanding Promus shares (and 99.6 percent of the shares voting). In addition, the Hilton proposals to increase the authorized number of shares and authorized number of directors were also approved. Based on today's weighted average Hilton share price of $10.59, Promus shareholders generally will be taxed on any gain only to the extent of the cash consideration received, as more fully described in the joint proxy statement previously sent to Hilton and Promus shareholders. Preliminary analysis indicates that holders of approximately 64 percent of the outstanding shares of Promus common stock made elections to receive $38.50 in cash for each Promus share and holders of approximately 8 percent elected to receive 3.2158 shares of Hilton common stock for each Promus share. In order to reflect the agreed upon conversion of 55 percent of the outstanding Promus shares into cash and 45 percent into Hilton stock, Promus shareholders electing cash will be prorated such that approximately 86 percent of the Promus shares for which cash elections were made will be exchanged for cash. All other Promus shares will receive 3.2158 shares of Hilton common stock for each Promus share. -more- Hilton/Promus Merger 2-2-2-2 A quarterly dividend of $.02 per share will be paid in cash on December 17, 1999 to Hilton shareholders of record as of December 3, 1999. While former Promus shareholders who receive Hilton common stock in the acquisition will be entitled to receive this dividend, they will not receive payment of the dividend until the certificates representing their Promus shares have been properly surrendered to the exchange agent. Hilton said also that financing for the transaction--fully syndicated and led by Bank of America N.A. as Lead Arranger, and First Union National Bank, Bank of Nova Scotia and Wachovia Bank as Co-Arrangers--has been successfully completed. "Our integration process, which has been highly cooperative and productive, was geared to enable us to hit the ground running as a combined company on the day of closing, and we have accomplished that goal," said Stephen F. Bollenbach, president and chief executive officer of Hilton Hotels Corporation. "We appreciate the support of our and Promus' shareholders, and look forward to moving ahead with a strengthened position as one of the world's largest, strongest and most diverse lodging companies." ### EX-99.2 3 EXHIBIT 99.2 [Hilton Letterhead] NEWS RELEASE Contact: Marc Grossman (310) 205-4030 HILTON HOTELS CORPORATION ISSUES STATEMENT REGARDING PRORATION CALCULATION Beverly Hills, Calif., December 1, 1999 -- Hilton Hotels Corporation (NYSE: HLT) said today that the preliminary proration calculation received from the Exchange Agent, and issued yesterday in relation to its acquisition of Promus Hotel Corporation, is incorrect and did not include guaranteed delivery shares. A revised and corrected preliminary calculation will be issued as soon as possible today. # # # Hilton Hotels Corporation World Headquarters 9336 Civic Center Drive, Beverly Hills, CA 90210 Tel: +1 310-205-4848 EX-99.3 4 EXHIBIT 99.3 [Hilton Letterhead] NEWS RELEASE Contact: Marc Grossman Corporate Affairs (310) 205-4030 HILTON ISSUES REVISED PRELIMINARY PRORATION CALCULATIONS Beverly Hills, Calif., December 1, 1999 - Hilton Hotels Corporation (NYSE:HLT) today issued revised preliminary proration calculations relative to its acquisition of Promus Hotel Corporation. This revises incorrect information received by the Company from the Exchange Agent and issued yesterday. Including shares for which a notice of guaranteed delivery was received, preliminary analysis indicates that holders of approximately 86 percent of the outstanding shares of Promus common stock made elections to receive $38.50 in cash for each Promus share, and holders of approximately 11 percent elected to receive 3.2158 shares of Hilton common stock for each Promus share. In order to reflect the agreed upon conversion of 55 percent of the outstanding Promus shares into cash and 45 percent into Hilton stock, and based upon this preliminary analysis, Promus shareholders electing cash will be prorated such that approximately 64 percent of the Promus shares for which cash elections were made will be exchanged for cash. All other Promus shares will receive 3.2158 shares of Hilton common stock for each Promus share. # # # Hilton Hotels Corporation World Headquarters 9336 Civic Center Drive, Beverly Hills, CA 90210 Tel: +1 310-205-4848 Reservations: www.hilton.com or 1-800-HILTONS -----END PRIVACY-ENHANCED MESSAGE-----