Hilton Hotels Corp. Announces Adjustment to Conversion Price of 5 Percent Convertible Subordinated Notes

Business Wire, Dec 24, 1998

BEVERLY HILLS, Calif.--(BUSINESS WIRE)--Dec. 23, 1998--Hilton Hotels Corp. (NYSE:HLT) Wednesday announced that the conversion price of its 5 percent Convertible Subordinated Notes due 2006 (the "Notes") has been adjusted in connection with the pending distribution (the "Distribution") of all of the common stock of Park Place Entertainment Corp., a wholly owned subsidiary of Hilton ("Park Place"), to its stockholders.

The new conversion price, which will become effective on the date the Distribution is consummated, will be $22.1654.

Such price was determined by the Company pursuant to the Indenture for such Notes by reference to the average of the last sale prices of Hilton's Common Stock for the five consecutive trading days commencing Nov. 25, 1998, and a determination of the fair market value of the assets being distributed (i.e. the stock of Park Place) by reference to the average of the last sale prices of the Park Place Common Stock trading on a "when issued" basis for the three days commencing Dec. 21, 1998 (the first day of such trading), and ending on the record date.

As previously announced, the Distribution is expected to be consummated on Dec. 31, 1998, and will be payable to the holders of record of Hilton common stock as of the close of business on Dec. 23, 1998. The Distribution is contingent upon and subject to the receipt of any remaining necessary approvals, the satisfaction or waiver of any remaining closing conditions and the substantially concurrent closing Park Place's acquisition of Grand Casinos Inc.

Note: This news release contains "forward-looking statements" within the meaning of federal securities law, including statements concerning business strategies and their intended results, and similar statements concerning anticipated future events and expectations that are not historical facts. The forward-looking statements in this news release are subject to numerous risks and uncertainties, including the effects of economic conditions; supply and demand changes for hotel rooms; competitive conditions in the lodging and gaming industries; relationships with clients and property owners; the impact of government regulations; and the availability of capital to finance growth, which could cause actual results to differ materially from those expressed in or implied by the statements herein.