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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
Issuer Tender Offer Statement
(Amendment No. 4)
(Pursuant to Section 13(e)(1)
of the Securities Exchange Act of 1934)
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ITT Corporation
(Name of Issuer)
ITT Corporation
(Name of Person(s) Filing Statement)
Common Stock, no par value
(including the associated Rights)
(Title of Class of Securities)
450912 10 0
(CUSIP Number of Class of Securities)
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PATRICK L. DONNELLY, Esq.
Vice President and
Assistant General Counsel
ITT Corporation
1330 Avenue of the Americas
New York, New York 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)
Copy to:
GEORGE W. BILICIC, Jr., Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019-7475
(212) 474-1000
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This Amendment amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 filed by ITT Corporation, a Nevada corporation
(the "Company"), with the Securities and Exchange Commission on July 17,
1997 (as previously amended, the "Schedule 13E-4"), relating to a tender
offer by the Company to purchase up to 30 million shares of its Common
Stock, no par value (the "Common Stock"), together with the associated
preferred share purchase rights issued pursuant to the Rights Agreement
dated as of November 15, 1995, between the Company and The Bank of New
York, as Rights Agent (the "Rights" and, together with the Common Stock,
the "Shares"), at $70 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated July
17, 1997 (as previously supplemented, the "Offer to Purchase") and in the
related Letter of Transmittal (which together constitute the "Offer"),
copies of which are filed as Exhibits (a)(1) and (a)(2), respectively, to
the Schedule 13E-4. Capitalized terms used and not defined herein shall
have the meanings assigned to such terms in the Offer to Purchase and the
Schedule 13E-4.
Item 8. Additional Information.
The Company has extended the Offer until 5:00 p.m., New York City
time, on Monday, September 29, 1997. The text of a press release dated
September 4, 1997, issued by the Company with respect to the extension of
the Offer is filed herewith as Exhibit (a)(17) and is incorporated herein
by reference.
Item 9. Material to be Filed as Exhibits.
(a)(17) -- Press Release issued by the Company dated September 4,
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.
Dated: September 5, 1997
ITT CORPORATION
By: /s/ Patrick L. Donnelly
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Name: Patrick L. Donnelly
Title: Vice President and
Assistant General Counsel
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EXHIBIT INDEX
Exhibit No. Description
(a)(17) -- Press Release issued by the Company dated September 4, 1997.
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Exhibit (a)(17)
[ITT Letterhead]
DATE: September 4, 1997
CONTACT: Jim Gallagher
TELEPHONE: 212-258-1261
FOR IMMEDIATE RELEASE
ITT EXTENDS STOCK AND DEBT TENDER OFFERS
NEW YORK, NY, September 4, 1997 - ITT Corporation (NYSE: ITT)
announced today that it has extended the expiration date of its offer to
purchase up to 30 million shares of its common stock (including the
associated preferred stock purchase rights) at $70.00 per share, net to the
seller in cash. The offer is now scheduled to expire at 5:00 p.m., New York
City time, on Monday, September 29, 1997, unless extended. As of the close
of business yesterday, approximately 30 million shares of ITT's common
stock have been tendered in the offer. The terms and conditions of the
offer are set forth in ITT's Offer to Purchase dated July 17, 1997, as
supplemented by the Supplement to the Offer to Purchase dated August 27,
1997, and the related Letter of Transmittal. Goldman, Sachs & Co. and
Lazard Freres & Co. LLC are acting as Dealer Managers for the offer and
Georgeson & Company Inc. is acting as Information Agent.
ITT also announced today that it has extended the expiration date of
its offer to purchase any and all of the following ITT Corporation debt
securities: (i) $700MM 6.25% Notes due November 15, 2000; (ii) $250MM 6.75%
Notes due November 15, 2003; (iii) $450MM 6.75% Notes due November 15,
2005; (iv) $450MM 7.375% Notes due November 15, 2015; and (v) $150MM 7.75%
Notes due November 15, 2025. The offer is now scheduled to expire at 5:00
p.m., New York City time, on Monday, September 29, 1997, unless extended.
As of the close of business yesterday, (i) approximately $40MM principal
amount of the 6.25% Notes due November 15, 2000; (ii) approximately $47MM
principal amount of the 6.75% Notes due November 15, 2003; (iii)
approximately $35MM principal amount of the 6.75% Notes due November 15,
2005; (iv) approximately $15MM principal amount of the 7.375% Notes due
November 15, 2015; and (v) approximately $5MM principal amount of the 7.75%
Notes due November 15, 2025 have been tendered in the offer. The terms and
conditions of the offer are set forth in ITT's Offer to Purchase dated
August 11, 1997 and the related Letter of Transmittal. Goldman, Sachs & Co.
are acting as Dealer Managers for the offer and Georgeson & Company Inc. is
acting as Information Agent.
- ITT -
