SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 50)
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
ITT CORPORATION
(Name of Subject Company)
ITT CORPORATION
(Name of Person(s) Filing Statement)
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)
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
<PAGE>
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 65,000,000 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
after the final paragraph of Item 8:
On November 6, 1997, Starwood and Starwood Trust released the
Company from the Company's obligation under the Starwood Merger Agreement
not to terminate, amend, modify or waive any provision of standstill or
similar agreements to which the Company is a party (provided that any
release by the Company of any third party applies equally to Hilton,
Starwood and Starwood Trust) and from the Company's obligation to enforce
such agreements, and the Company released Starwood and Starwood Trust from
their existing standstill arrangement with the Company.
A copy of the waiver letter is filed as Exhibit 126 hereto and is
incorporated herein by reference.
<PAGE>
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding the following
new exhibit:
126. Waiver Letter dated November 6, 1997 among
ITT Corporation, Starwood Lodging
Corporation, Starwood Lodging Trust and
Chess Acquisition Corp.
<PAGE>
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
--------------------------------
Name: Richard S. Ward
Title: Executive Vice President,
General Counsel and
Corporate Secretary
Dated as of November 6, 1997
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
(126) Waiver Letter dated November 6, 1997 among
ITT Corporation, Starwood Lodging
Corporation, Starwood Lodging Trust and
Chess Acquisition Corp....................
[Exhibit 126]
ITT Corporation
1330 Avenue of the Americas
New York, New York 10019
November 6, 1997
Starwood Lodging Trust
Starwood Lodging Corporation
Chess Acquisition Corp.
c/o Starwood Capital Group
3 Pickwick Plaza
Greenwich, Connecticut 06830
Waiver
Dear Sirs:
Reference is made to (i) the Agreement and Plan of Merger dated as
of October 19, 1997 (the "Merger Agreement"), among Starwood Lodging Trust
(the "Trust"), Starwood Lodging Corporation (the "Corporation"), Chess
Acquisition Corp. ("Sub" and, together with the Trust and the Corporation,
the "Starwood Companies") and ITT Corporation ("ITT") and (ii) the
Confidentiality Agreement dated as of October 6, 1997, among the Trust, the
Corporation and ITT (the "Starwood Confidentiality Agreement").
Each of the Starwood Companies hereby waives compliance by ITT
with Section 4.4 of the Merger Agreement, insofar as it relates to
standstill or similar agreements; provided however that any release by ITT
of any third party of its obligations under any such agreements shall apply
equally to Hilton Hotels Corporation and its affiliates and the Starwood
Companies and its affiliates. ITT hereby agrees that the "Applicable
Period" under Section 6 of the Starwood Confidentiality Agreement ended on
October 19, 1997, and hereby waives compliance by the Trust and the
Corporation with such Section.
<PAGE>
If the foregoing is acceptable to you, please sign and return to
us the enclosed duplicate hereof, whereupon this letter and your acceptance
shall represent a binding agreement between ITT and each of the Starwood
Companies.
Very truly yours,
By:
/s/ RICHARD S. WARD
---------------------------
Richard S. Ward
Executive Vice President
Accepted and agreed:
Starwood Lodging Trust
By: /s/ BARRY S. STERNLICHT
-----------------------
Barry S. Sternlicht
Authorized Signatory
Starwood Lodging Corporation
By: /s/ BARRY S. STERNLICHT
-----------------------
Barry S. Sternlicht
Authorized Signatory
Chess Acquisition Corp.
By: /s/ BARRY S. STERNLICHT
-----------------------
Barry S. Sternlicht
Chairman and Chief
Executive Officer
