ITT CORP /NV/
DEFA14A, 1997-10-28
HOTELS, ROOMING HOUSES, CAMPS & OTHER LODGING PLACES
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                          SCHEDULE 14A INFORMATION


             Proxy Statement Pursuant to Section 14(a) of the
                      Securities Exchange Act of 1934
                              (Amendment No. )

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by 
    Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or 
    Section 240.14a-12
                              ITT CORPORATION
- --------------------------------------------------------------------------
              (Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------
  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    1)Title of each class of securities to which transaction applies:
    ----------------------------------------------------------------------
    2)Aggregate number of securities to which transaction applies:
    ----------------------------------------------------------------------
    3)Per unit price or other underlying value of transaction
    computed pursuant to Exchange Act Rule 0-11 (set forth the
    amount on which the filing fee is calculated and state how it
    was determined):
    ----------------------------------------------------------------------
    4)Proposed maximum aggregate value of transaction:
    ----------------------------------------------------------------------
    5)Total fee paid:
    ----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
    Exchange Act Rule 0-11(a)(2) and identify the filing for
    which the offsetting fee was paid previously. Identify the
    previous filing by registration statement number, or the Form
    or Schedule and the date of its filing.
    1)Amount Previously Paid:
    ----------------------------------------------------------------------
    2)Form, Schedule or Registration Statement No.:
    ----------------------------------------------------------------------
    3)Filing Party:
    ----------------------------------------------------------------------
    4)Date Filed:
    ----------------------------------------------------------------------


<PAGE>


                      [Letterhead of ITT Corporation]


DATE:      October 28, 1997
CONTACT:   Jim Gallagher    CONTACT: George Sard/David Reno
TELEPHONE: 212-258-1261             Sard Verbinnen & Co.
                                    212-687-8080

                           FOR IMMEDIATE RELEASE

              ITT MAILS SUPPLEMENTAL PROXY TO SHAREHOLDERS FOR
                            NOVEMBER 12 MEETING;

      EXPECTS STARWOOD TRANSACTION TO BE COMPLETED BY EARLY FEBRUARY


     NEW YORK, NY, October 28, 1997 -- ITT Corporation (NYSE:ITT)
today announced that it has mailed a supplement to its proxy
statement to ITT shareholders for the 1997 Annual Meeting set for
November 12. At the meeting, ITT shareholders are expected to
choose between the ITT directors and the nominees proposed by
Hilton Hotels Corporation.

     If reelected, the ITT directors will, subject to their
fiduciary duty, proceed to implement ITT's acquisition by
Starwood Lodging (NYSE:HOT) for $82 per ITT share, $15 in cash
and $67 in newly issued Starwood shares. ITT and Starwood
shareholders are expected to vote on this transaction in January
1998.

     ITT and Starwood expect to file the necessary documents with
the Securities and Exchange Commission and for gaming and other
regulatory approvals for the transaction during the first week of
November. ITT and Starwood also expect all necessary gaming and
other regulatory approvals will be obtained, and the Starwood
Merger will be consummated, in late January or early February
1998.

                                  - ITT -



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