UNITED STATES
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)         January 4, 2007

HILTON HOTELS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

 

I-3427

 

36-2058176

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

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


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



ITEM 5.02          DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

                (b) On January 4, 2007, Peter M. George ceased to be a member of the Board of Directors of Hilton Hotels Corporation as a result of his death.

ITEM 8.01         OTHER EVENTS

                On January 10, 2007, Hilton issued a press release to announce that its 3.375% Convertible Senior Notes due 2023 have become convertible into shares of Hilton common stock.  The press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits

                Exhibit 99.1            Press release of Hilton Hotels Corporation, dated January 10, 2007.

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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:  January 10, 2007

HILTON HOTELS CORPORATION

 

 

 

 

 

By:

/s/ Madeleine A. Kleiner

 

 

Madeleine A. Kleiner

 

 

Executive Vice President and General Counsel

 

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