SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment Number One)
Hilton Hotels Corp.
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(Name of Issuer)
Common
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(Title of Class of Securities)
432848109
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(Cusip Number)
4/25/2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1 (b)
/ / Rule 13d-1 (c)
/ / Rule 13d-1 (d)
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CUSIP NO. 432848109 13G
1) NAME OF REPORTING PERSON I.R.S. NUMBER OF REPORTING PERSON
Wallace R. Weitz & Company Tax I.D. No. 47-0654095
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) X
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5) Sole Voting Power: 15,169,500
6) Shared Voting Power: None
7) Sole Dispositive Power: 15,287,500
8) Shared Dispositive Power: None
9) AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
15,287,500
10) CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9.
4.1%
12) TYPE OF REPORTING PERSON
IA
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CUSIP NO. 432848109 13G
1) NAME OF REPORTING PERSON
Wallace R. Weitz
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) X
2) SEC USE ONLY
3) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of the United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5) Sole Voting Power: None
6) Shared Voting Power: 15,169,500
7) Sole Dispositive Power: None
8) Shared Dispositive Power: 15,287,500
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,287,500
10) CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.1%
12) TYPE OF REPORTING PERSON
IN
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Item 1(a). Name of Issuer:
Hilton Hotels Corp.
Item 1(b). Address of Issuer's Principal Executive Office:
9336 Civic Center Drive
Beverly Hills, California 90210
Item 2(a). Names of Persons Filing:
Wallace R. Weitz & Company
Wallace R. Weitz, President and Primary Owner of
Wallace R. Weitz & Company
Item 2(b). Principal Business Address of Persons Filing:
1125 South 103rd Street, Suite 600
Omaha, Nebraska 68124-6008
Item 2(c). Citizenship:
Wallace R. Weitz & Company - State of Nebraska
Wallace R. Weitz - Citizen of United States of America
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
432848109
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(e) Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940. This statement is being filed by Wallace R.
Weitz & Company ("Weitz & Co.") as a registered investment adviser.
All of the securities reported in this statement are owned of record
by investment advisory clients of Weitz & Co. and none are owned
directly or indirectly by Weitz & Co. As permitted by Rule 13d-4, the
filing of this statement shall not be construed as an admission that
Weitz & Co. is the beneficial owner of any of the securities covered
by the statement.
(g) Control Person. This statement is also being filed by Wallace R. Weitz
("Weitz"), President and primary owner of Weitz & Co. in the event he
could be deemed to be an indirect beneficial owner of the securities
reported by Weitz & Co. through the exercise of voting control and/or
dispositive power over the securities as a result of his official
positions or ownership of the voting securities of Weitz & Co. Mr.
Weitz does not own directly or indirectly any securities covered by
this statement for his own account. As permitted by Rule 13d-4, the
filing of this statement shall not be construed as an admission that
Mr. Weitz is the beneficial owner of any of the securities covered by
this statement.
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Item 4. Ownership:
(a) Amount Beneficially Owned:
(i) Weitz & Co. 15,287,500 Shares
(ii) Weitz 15,287,500 Shares
(b) Percent of Class:
(i) Weitz & Co. 4.1%
(ii) Weitz 4.1%
(c) Number of Shares as to which such person has:
(I) sole power to direct vote:
(i) Weitz & Co. 15,169,500
(ii) Weitz 0
(II) shared power to direct vote:
(i) Weitz & Co. 15,169,500
(ii) Weitz 15,169,500
(III) sole power to dispose:
(i) Weitz & Co. 15,287,500
(ii) Weitz 0
(IV) shared power to dispose:
(i) Weitz & Co. 15,287,500
(ii) Weitz 15,287,500
Item 5. Ownership of Five Percent or Less of a Class
[ X ]
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
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of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date : April 29, 2002
WALLACE R. WEITZ & COMPANY
By: /s/ Wallace R. Weitz
Name: Wallace R. Weitz
Title: President
WALLACE R. WEITZ
(Individually)
/s/ Wallace R. Weitz
Joint Filing Agreement
In accordance with Rule 13d-1 (k) under the Securities Exchange Act of 1934, the
persons or entities named below agree to the joint filing on behalf of each of
them of this Schedule 13G with respect to the securities of the Issuer and
further agree that this joint filing agreement be included as an exhibit to this
Schedule 13G. In evidence thereof, the undersigned hereby execute this agreement
as of the 29th day of April, 2002.
WALLACE R. WEITZ & COMPANY
By: /s/ Wallace R. Weitz
Name: Wallace R. Weitz
Title: President
WALLACE R. WEITZ
(Individually)
/s/ Wallace R. Weitz