SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM 10/A
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GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
ITT CORPORATION
(FORMERLY ITT DESTINATIONS, INC.)
(Exact name of registrant as specified in its charter)
NEVADA 88-0340591
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1330 Avenue of the Americas 10019-5490
New York, New York (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
212-258-1000
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
Common Stock, without par value New York Stock Exchange
Series A Participating Cumulative Preferred Stock New York Stock Exchange
Purchase Rights
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
<PAGE>
On October 19, 1997, ITT Corporation (the "Company") agreed
to merge (the "Merger") with an entity jointly owned by Starwood
Lodging Corporation ("Starwood") and Starwood Lodging Trust ("Starwood
Trust"). The terms of the Merger are set forth in an Agreement and
Plan of Merger (the "Merger Agreement") dated as of October 19, 1997,
among the Company, Starwood, Starwood Trust and Chess Acquisition
Corp. In the Merger, each share of the Company's common stock, no par
value (the "Common Stock"), will be converted into the right to
receive Paired Shares (as defined below), subject to certain collar
provisions, and $15 in cash. The shares of common stock, par value
$0.01 per share, of Starwood and the trust shares, par value $0.01 per
share, of Starwood Trust trade as "paired shares" (the "Paired
Shares") on the New York Stock Exchange. As a result of the Merger,
the Company will be wholly owned by Starwood and Starwood Trust.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The prior Description of Registrant's Securities to be
Registered in Amendment No. 1 to this Form 10, dated November 13,
1995, is hereby incorporated by reference, and is amended by adding
the following to the end of the prior description:
On October 19, 1997, the Company entered into Amendment No.
1, dated as of October 19, 1997 ("Amendment No. 1"), to the Rights
Agreement (the "Rights Agreement"), dated as of November 1, 1995,
between ITT Destinations, Inc. and The Bank of New York, as Rights
Agent, pursuant to which Series A Participating Cumulative Preferred
Stock purchase rights (the "Rights") were issued to holders of the
Common Stock. Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to such terms in the Rights
Agreement.
Amendment No. 1 provides that none of Starwood, Starwood
Trust or any of their respective Affiliates or Associates or any of
their permitted assignees or transferees shall be deemed an Acquiring
Person and no Distribution Date shall be deemed to occur, in each such
case, by reason of the approval, execution or delivery of the Merger
Agreement, the consummation of the Merger or the consummation of the
other transactions contemplated by the Merger Agreement.
The foregoing summary of Amendment No. 1 is qualified in its entirety
by reference to the text of Amendment No. 1, a copy of which is filed as
Exhibit 4.7 hereto and which is incorporated herein by reference.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(b) Exhibits
The following document is filed as an exhibit hereto:
Exhibit
No. Description
4.7 Amendment No. 1, dated as of October 19, 1997, to the Rights
Agreement dated as of November 1, 1995, between ITT
Destinations, Inc. and The Bank of New York, as Rights Agent.
<PAGE>
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
ITT Corporation
(Formerly ITT Destinations, Inc.),
by /s/ Patrick L. Donnelly
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Name: Patrick L. Donnelly
Title: Vice President and Assistant
General Counsel
Date: October 20, 1997
<PAGE>
Exhibit Index
Exhibit Description Page No.
- ------- ----------- --------
No.
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4.7 Amendment No. 1, dated as of October 19, 1997, to the
Rights Agreement dated as of November 1, 1995, between
ITT Destinations, Inc. and The Bank of New York, as
Rights Agent.
[Exhibit 4.7]
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT No. 1 (this
"Amendment") dated as of October 19, 1997,
to the Rights Agreement (the "Rights
Agreement"), dated as of November 1, 1995,
between ITT Corporation (formerly ITT
Destinations, Inc.), a Nevada corporation
(the "Company"), and The Bank of New York,
a New York banking corporation, as Rights
Agent (the "Rights Agent"). All
capitalized terms not otherwise defined
herein shall have the meaning ascribed to
such terms in the Rights Agreement.
WHEREAS the Company, Starwood Lodging Corporation, a
Maryland corporation ("Starwood"), Chess Acquisition Corp., a Nevada
corporation ("Sub"), and Starwood Lodging Trust, a Maryland real
estate investment trust ("Starwood Trust") have proposed to enter into
an Agreement and Plan of Merger (the "Merger Agreement") pursuant to
which, among other things, Sub will merge into the Company (the
"Merger") and each outstanding share of common stock of the Company
will be converted into the right to receive Paired Shares (as defined
below), subject to certain collar provisions, and $15 in cash subject
to the terms and conditions of the Merger Agreement; the shares of
common stock, par value $0.01 per share, of Starwood and the trust
shares, par value $0.01 per share, of Starwood Trust trade as "paired
shares" (the "Paired Shares") on the New York Stock Exchange. As a
result of the Merger, the Company will become a wholly owned
subsidiary of Starwood;
WHEREAS the Company and the Rights Agent desire to amend the
Rights Agreement to render the Rights inapplicable to the Merger and
the other transactions contemplated by the Merger Agreement;
WHEREAS the Company deems the following amendment to the
Rights Agreement to be necessary and desirable and in the best
interests of the holders of Rights Certificates;
WHEREAS Section 26 of the Rights Agreement permits the
Company from time to time to supplement and amend the Rights
Agreement; and
WHEREAS Section 26 of the Rights Agreement provides that any
supplement or amendment duly approved by the Company that does not amend
Sections 19, 20, 21 or 22 in a manner adverse to the Rights Agent shall become
effective immediately upon execution by the Company, whether or not
also executed by the Rights Agent.
<PAGE>
NOW, THEREFORE, in consideration of the foregoing and the
agreements, provisions and covenants herein contained, the parties
agree as follows:
1. Section 1 of the Rights Agreement is hereby amended by
adding the following new paragraph at the end of Section 1:
"Notwithstanding anything in this Agreement that might
otherwise be deemed to the contrary, none of Starwood, Starwood
Trust, any of their respective Affiliates or Associates or any of
their respective permitted assignees or transferees shall be
deemed an Acquiring Person and no Distribution Date shall be
deemed to occur by reason of the approval, execution or delivery
of the Agreement and Plan of Merger, dated as of October 19,
1997, among the Company, Starwood Lodging Corporation, a Maryland
corporation, Chess Acquisition Corp., a Nevada corporation, and
Starwood Lodging Trust, a Maryland real estate investment trust,
including any amendment or supplement thereto (the "Merger
Agreement"), the consummation of the Merger (as defined in the
Merger Agreement) or the consummation of the other transactions
contemplated by the Merger Agreement."
2. The Rights Agreement shall not otherwise be supplemented
or amended by virtue of this Amendment, but shall remain in full force
and effect. This Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same
amendment and each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.
ITT CORPORATION
(formerly ITT DESTINATIONS, INC.),
by /s/ PATRICK L. DONNELLY
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Name: Patrick L. Donnelly
Title: Vice President and
Assistant General
Counsel
<PAGE>
Acknowledged as of the
Date First Above Written:
THE BANK OF NEW YORK,
by /s/ JOHN I. SIVERTSEN
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Name: John I. Sivertsen
Title: Vice President
