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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 25)
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.
On August 6, 1997, the Company announced that the
Board of Directors of the Company will exercise its
fiduciary responsibility and consider in due course Hilton's
revised offer. A copy of the press release describing the
announcement is filed as Exhibit 81 hereto and is
incorporated herein by reference.
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding
the following new exhibit:
81. Text of Press Release issued by the Company dated
August 6, 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 August 6, 1997
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EXHIBIT INDEX
Exhibit Description Page No.
(81) Text of Press Release issued by the Company
dated August 6, 1997.............................
EXHIBIT 99.81
[Exhibit 81]
[ITT Letterhead]
DATE: August 6, 1997
CONTACT: Jim Gallagher
TELEPHONE: 212-258-1261
FOR IMMEDIATE RELEASE
NEW YORK, NY, August 6, 1997 -- The ITT Board of
Directors will exercise its fiduciary responsibility and
consider Hilton's revised offer in due course.
- ITT -
