SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment #5)*
Hilton Hotels Corporation
________________________________________________________
(Name of Issuer)
Common Stock
_______________________________________________________
(Title of Class and Securities)
432848109
_______________________________________________________
(CUSIP Number of Class of Securities)
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)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
CUSIP No. 432848109 13G
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
_____________________________________________________________________________
:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 36,033,839 shares
OWNED BY EACH REPORTING PERSON __________________________________________
WITH :(6) SHARED OR NO VOTING POWER
26,264,653 shares (shared)
9,712,821 shares (No Vote)
__________________________________________
:(7) SOLE DISPOSITIVE POWER
(Discretionary Accounts)
: 45,674,994 shares
__________________________________________
:(8) SHARED OR NO DISPOSITIVE POWER
: 26,264,653 shares (Shared)
71,666 shares (None)
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,011,313 shares
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES -X- See Items 4(c)(ii) and (iv)
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.5 %
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IA
_____________________________________________________________________________
CUSIP No. 432848109 13G
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Longleaf Partners Fund I.D. No. 63-6147721
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts Business Trust
_____________________________________________________________________________
:(5) SOLE VOTING POWER
:
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON __________________________________________
WITH :(6) SHARED OR NO VOTING POWER
16,405,000 shares (shared)
__________________________________________
:(7) SOLE DISPOSITIVE POWER
: None
__________________________________________
:(8) SHARED DISPOSITIVE POWER
: 16,405,000 shares (Shared)
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,405,000 shares
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4 %
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IV
_____________________________________________________________________________
CUSIP No. 432848109 13G
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Longleaf Partners Small-Cap Fund I.D. No. 62-1376170
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts Business Trust
_____________________________________________________________________________
:(5) SOLE VOTING POWER
:
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON __________________________________________
WITH :(6) SHARED OR NO VOTING POWER
9,859,653 shares (shared)
__________________________________________
:(7) SOLE DISPOSITIVE POWER
: None
__________________________________________
:(8) SHARED DISPOSITIVE POWER
: 9,859,653 shares (Shared)
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,859,653 shares
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7 %
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IV
_____________________________________________________________________________
CUSIP No. 432848109 13G
_____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. 257-72-3256
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
_____________________________________________________________________________
:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON __________________________________________
WITH :(6) SHARED VOTING POWER
: None
__________________________________________
:(7) SOLE DISPOSITIVE POWER
: None
__________________________________________
:(8) SHARED DISPOSITIVE POWER
: None
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3 )
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
Item 1.
(a). Name of Issuer: Hilton Hotels Corporation
("Issuer")
(b). Address of Issuer's Principal Executive Offices:
9336 Civic Center Drive
Beverly Hills, CA 90210
Item 2.
(a) and (b). Names and Principal Business Addresses of Persons
Filing:
(1) Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(2) Longleaf Partners Fund
Longleaf Partners Small-Cap Fund
c/o Southeastern Asset Management, Inc.
6410 Poplar Avenue, Suite 900
Memphis, TN, 38119
(3) Mr. O. Mason Hawkins
Chairman of the Board and C.E.O.
Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(c). Citizenship:
Southeastern Asset Management, Inc. - A Tennessee corporation
Longleaf Partners Fund and Longleaf Partners Small-Cap Fund are
series of Longleaf Partners Funds Trust, a Massachusetts business
trust
Mr. O. Mason Hawkins - U.S. Citizen
(d). Title of Class of Securities: Common Stock (the
"Securities").
(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:
(d.) Investment Company registered under Sec. 8 of the Investment
Company Act - Longleaf Partners Fund and Longleaf Partners Small-Cap Fund,
series of Longleaf Partners Funds Trust.
(e.) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940. This statement is being filed
by Southeastern Asset Management, Inc. as a registered investment
adviser. All of the securities covered by this report are owned
legally by Southeastern's investment advisory clients and none
are owned directly or indirectly by Southeastern. As permitted
by Rule 13d-4, the filing of this statement shall not be construed
as an admission that Southeastern Asset Management, Inc. is the
beneficial owner of any of the securities covered by this statement.
(g.) Parent Holding Company. This statement is also being filed by
Mr. O. Mason Hawkins, Chairman of the Board and C.E.O. of
Southeastern Asset Management, Inc. in the event he could be
deemed to be a controlling person of that firm as the result of
his official positions with or ownership of its voting securities.
The existence of such control is expressly disclaimed. Mr. Hawkins
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. Hawkins is the beneficial owner of any of the securities
covered by this statement.
Item 4. Ownership:
(a). Amount Beneficially Owned: (At 12/31/01)
72,011,313 shares
(b). Percent of Class:
19.5 %
Above percentage is based on 369,300,424 shares of Common
Stock outstanding.
(c). Number of shares as to which such person has:
(i). sole power to vote or to direct the vote:
36,033,839 shares
(ii). shared or no power to vote or to direct the vote:
Shared - 26,264,653 shares.
Securities owned by the following series of Longleaf
Partners Funds Trust, an open-end management
investment company registered under the Investment
Company Act of 1940, as follows:
Longleaf Partners Fund - 16,405,000
Longleaf Partners Small-Cap Fund - 9,859,653
No Power to Vote - 9,712,821. This figure does not include
5,072,000 shares held by completely non-discretionary accounts
over which the filing parties have neither voting nor
dispositive power and for which the filing parties
disclaim beneficial ownership.
(iii). sole power to dispose or to direct the disposition
of:
45,674,994 shares
(iv). shared or no power to dispose or to direct the
disposition of:
Shared - 26,264,653 shares
Securities owned by the following series of Longleaf
Partners Funds Trust, an open-end management
investment company registered under the Investment
Company Act of 1940, as follows:
Longleaf Partners Fund - 16,405,000
Longleaf Partners Small-Cap Fund - 9,859,653
No Power - 71,666 shares. This figure does not include
5,072,000 shares held by completely non-discretionary accounts
over which the filing parties have neither voting nor
dispositive power and for which the filing parties disclaim
beneficial ownership.
Item 5. Ownership of Five Percent or Less of a Class: N/A
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
and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
Signatures
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete, and
correct.
Dated: February 12, 2002
Southeastern Asset Management, Inc.
By /s/ Charles D. Reaves
_______________________________________________
Charles D. Reaves
Vice President and General Counsel
Longleaf Partners Fund
Longleaf Partners Small-Cap Fund
By Southeastern Asset Management, Inc.
By /s/ Charles D. Reaves
_______________________________________________
Charles D. Reaves, VP and General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________________________
Joint Filing Agreement
In accordance with Rule 13d-1(f) 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 February 12, 2002.
Southeastern Asset Management, Inc.
By /s/ Charles D. Reaves
_______________________________________________
Charles D. Reaves
Vice President and General Counsel
Longleaf Partners Fund
Longleaf Partners Small-Cap Fund
By Southeastern Asset Management, Inc.
By /s/ Charles D. Reaves
_______________________________________________
Charles D. Reaves, VP and General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________________________
1
HLT13G5.doc
SCHEDULE 13G - Hilton Hotels Corporation ("Issuer")
Amendment #5
9
HLT13G5.doc