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)     March 3, 2005

 

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 8.01                                       OTHER EVENTS

 

On March 3, 2005, Hilton Hotels Corporation announced that its Board of Directors authorized Hilton to repurchase up to 50 million additional shares of its common stock under its repurchase program.  A copy of Hilton’s press release reporting the additional repurchase authority is furnished hereto as Exhibit 99.1.

 

ITEM 9.01                                       FINANCIAL STATEMENTS AND EXHIBITS

 

(c) Exhibit

 

 

 

 

 

Exhibit 99.1

 

Press release, dated March 3, 2005, reporting Hilton Board authorization to repurchase up to 50 million shares of stock.

 

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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:  March 3, 2005

 

 

 

 

HILTON HOTELS CORPORATION

 

 

 

 

 

 

 

 

By:

/s/ Madeleine A. Kleiner

 

 

 

 

Madeleine A. Kleiner

 

 

 

Executive Vice President and General Counsel

 

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