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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 11)
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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ITT CORPORATION
(Name of Subject Company)
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ITT CORPORATION
(Name of Person(s) Filing Statement)
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Common Stock, no par value
(including the associated Series A Participating Cumulative
Preferred Stock Purchase Rights)
(Title of Class of Securities)
450912 10 0
(CUSIP Number of Class of Securities)
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RICHARD S. WARD, Esq.
Executive Vice President,
General Counsel and Corporate Secretary
ITT Corporation
1330 Avenue of the Americas
New York, NY 10019-5490
(212) 258-1000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
PHILIP A. GELSTON, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
(212) 474-1000
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INTRODUCTION
The Solicitation/Recommendation Statement on Schedule
14D-9 (the "Schedule 14D-9") originally filed on February 12,
1997, by ITT Corporation, a Nevada corporation (the "Company"),
relates to an offer by HLT Corporation, a Delaware corporation
("HLT") and a wholly owned subsidiary of Hilton Hotels
Corporation, a Delaware corporation ("Hilton"), to purchase
61,145,475 shares of the common stock, no par value (including
the associated Series A Participating Cumulative Preferred Stock
Purchase Rights), of the Company. All capitalized terms used
herein without definition have the respective meanings set forth
in the Schedule 14D-9.
Item 8. Additional Information to be Furnished.
The response to Item 8 is hereby amended by adding the
following:
On May 19, 1997, the Company and FelCor Suites Hotels,
Inc. ("FelCor") announced the creation of a long-term strategic
alliance beginning with an agreement in principle for FelCor to
purchase five ITT Sheraton-owned hotels for $200 million in cash,
which is expected to be raised through a future offering of
securities by FelCor. Sheraton will retain management of each of
the hotels for a 20-year period. The transaction, which is
subject to the negotiation and execution of definitive
documentation as well as certain other conditions, is expected to
close by the end of June 1997. A copy of the press release
announcing the agreement in principle is filed as Exhibit 55
hereto and is incorporated herein by reference.
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Item 9. Exhibits.
The response to Item 9 is hereby amended by adding the
following new exhibit:
55. Press Release dated May 19, 1997
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SIGNATURE
After due 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.
ITT CORPORATION
By /s/ RICHARD S. WARD
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Name: Richard S. Ward
Title: Executive Vice President,
General Counsel and
Corporate Secretary
Dated as of May 19, 1997
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EXHIBIT INDEX
Exhibit Description Page No.
(55) Press Release dated May 19, 1997.................
[Exhibit 55]
[ITT Logo]
DATE: May 19, 1997 FELCOR CONTACTS: Thomas J. Corcoran, Jr.
ITT CONTACT: Jim Gallagher and William S. McCalmont
TELEPHONE: 212-258-1261 TELEPHONE: 972-444-4900
FOR IMMEDIATE RELEASE
ITT LAUNCHES STRATEGIC ALLIANCE WITH FELCOR;
AGREES TO SELL FIVE HOTELS FOR $200 MILLION
NEW YORK, NY, May 19, 1997 -- ITT Corporation (NYSE:ITT) and
FelCor Suites Hotels, Inc. (NYSE:FCH) today announced the creation of
a long-term strategic alliance beginning with an agreement in
principle for FelCor to purchase five ITT Sheraton-owned hotels for
$200 million in cash to be raised through a future offering of
securities by FelCor. Sheraton will retain management of each of these
hotels for a 20-year period. The transaction is expected to close by
the end of June.
Following discussions which began over a year ago regarding the
strategic objectives of both companies, FelCor will purchase the
Sheraton Gateway Hotel Atlanta Airport in College Park, Georgia; the
Sheraton Suites Galleria in Atlanta, Georgia; the Sheraton Gateway
Suites O'Hare Airport in Rosemont, Illinois; the Sheraton Crescent
Hotel in Phoenix, Arizona; and the Sheraton Park Central in Dallas,
Texas. The hotels have a total of over 1,800 rooms.
--more--
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FELCOR -- PAGE TWO
Under the terms of the alliance, ITT Sheraton will provide its
expertise in the hotel business by helping identify quality
acquisition opportunities for FelCor and by making available the
Sheraton brand through long-term management agreements. FelCor will
provide the capital to acquire certain existing Sheraton Hotels as
well as other hotels that will be converted to the Sheraton brand.
"Through this alliance with FelCor, ITT adds a very strong
partner to help grow the Sheraton brand throughout North America,"
Rand Araskog, ITT chairman and chief executive said. "We anticipate
that this relationship will create tremendous value for both ITT's and
FelCor's shareholders," Mr. Araskog said.
"This agreement marks FelCor's debut into the full service hotel
segment by partnering with one of the best hotel management teams in
the industry," said Hervey Feldman, FelCor chairman.
"This important alliance provides ITT Sheraton with a new North
American development venue," said Robert Bowman ITT president and
chief operating officer. "This alliance allows us to focus our capital
resources on destination cities with large upscale business hotels. It
will also enable us to continue to grow our Sheraton brand through
long-term management contracts," Mr. Bowman said.
"We continue to believe in the possibilities of growth in the
upscale hotel business, and Sheraton provides a growth vehicle,
confirming our brand/management strategy with major lodging
companies," said FelCor's president, Thomas J. Corcoran, Jr.
--more--
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FELCOR -- PAGE THREE
ITT Corporation had 1996 sales of approximately $6.6 billion. Its
core assets include ITT Sheraton, one of the world's largest hotel
companies with over 425 hotels and resorts in more than 60 countries,
and Caesars World, the leading brand name in the gaming industry, with
major casinos in Atlantic City, Las Vegas and Lake Tahoe. Other assets
include 83 percent of ITT Educational Services (NYSE:ESI) and 80
percent of ITT World Directories.
FelCor Suite Hotels, Inc. is the nation's only REIT focusing on
all-suite hotels and is the largest single owner of Embassy Suites
hotels. Its current portfolio, before completion of the
above-described acquisitions, consists of 58 hotels and includes: 48
Embassy Suites hotels, 27 of which were converted from other brands;
one hotel in the process of conversion to an Embassy Suites hotel;
seven Doubletree Guest Suites hotels; one hotel in the process of
conversion to a Doubletree Guest Suites hotel; and one Hilton Suites
hotel. FelCor was formed in July 1994 by Hervey A. Feldman, the
founding president of Embassy Suites, and his partner and long-time
hotel and restaurant executive, Thomas J. Corcoran, Jr. FelCor's total
market capitalization is in excess of $1.6 billion.
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