[Federal Register Volume 70, Number 164 (Thursday, August 25, 2005)]
[Notices]
[Pages 49954-49955]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-4652]


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SECURITIES AND EXCHANGE COMMISSION

[File No. 1-03427]


Issuer Delisting; Notice of Application of Hilton Hotels 
Corporation To Withdraw Its Common Stock, $2.50 Par Value, From Listing 
and Registration on the Pacific Exchange, Inc.

August 19, 2005.
    On August 3, 2005, Hilton Hotels Corporation, a Delaware 
corporation (``Issuer''), filed an application with the Securities and 
Exchange Commission (``Commission''), pursuant to Section 12(d) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 12d2-2(d) 
thereunder,\2\ to withdraw its common stock, $2.50 par value 
(``Security''), from listing and registration on the Pacific Exchange, 
Inc. (``PCX'').
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    \1\ 15 U.S.C. 78l(d).
    \2\ 17 CFR 240.12d2-2(d).
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    The Board of Directors (``Board'') of the Issuer approved 
resolutions on May 26, 2005 to withdraw the Security from listing on 
PCX. The Issuer stated that the following reasons factored into the 
Board's decision to withdraw the Security from PCX: (i) The Security is 
currently traded on the New York Stock Exchange, Inc. (``NYSE''), the 
Issuer's principal listing exchange; (ii) PCX has adopted corporate 
governance and disclosure policies and requirements that are different 
from the policies and requirements adopted by NYSE; and (iii) the 
elimination of duplicate corporate

[[Page 49955]]

government disclosure policies and requirements of national securities 
exchanges applicable to the Issuer.
    The Issuer stated in its application that it has complied with 
applicable rules of PCX Rule 5.4(b) by complying with all applicable 
laws in effect in the State of Delaware, the state in which the Issuer 
is incorporated, and by providing PCX with the required documents 
governing the withdrawal of securities from listing and registration on 
PCX. The Issuer's application relates solely to the withdrawal of the 
Securities from listing on PCX and shall not affect its continued 
listing on NYSE or its obligation to be registered under Section 12(b) 
of the Act.\3\
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    \3\ 3 15 U.S.C. 78l(b).
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    Any interested person may, on or before September 9, 2005 comment 
on the facts bearing upon whether the application has been made in 
accordance with the rules of PCX, and what terms, if any, should be 
imposed by the Commission for the protection of investors. All comment 
letters may be submitted by either of the following methods:

Electronic Comments

     Send an e-mail to [email protected]. Please include 
the File Number 1-03427 or;

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-9303.
    All submissions should refer to File Number 1-03427. This file 
number should be included on the subject line if e-mail is used. To 
help us process and review your comments more efficiently, please use 
only one method. The Commission will post all comments on the 
Commission's Internet Web site (http://www.sec.gov/rules/delist.shtml). 
Comments are also available for public inspection and copying in the 
Commission's Public Reference Room. All comments received will be 
posted without change; we do not edit personal identifying information 
from submissions. You should submit only information that you wish to 
make available publicly.
    The Commission, based on the information submitted to it, will 
issue an order granting the application after the date mentioned above, 
unless the Commission determines to order a hearing on the matter.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\4\
Jonathan G. Katz,
Secretary.
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    \4\ 17 CFR 200.30-3(a)(1).
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[FR Doc. E5-4652 Filed 8-24-05; 8:45 a.m.]
BILLING CODE 8010-01-P