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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 53)
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
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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
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 4. The Solicitation or Recommendation.
The response to Item 4 is hereby amended by adding the
following after the final paragraph of Item 4:
Reference is made to the Company's soliciting
materials, which are filed as Exhibits 132 and 133 hereto,
respectively, and are incorporated herein by reference.
Item 8. Additional Information to Be Furnished.
On November 10, 1997, the Company reiterated its
commitment to holding a fair auction for the Company and
announced last-minute voting procedures in connection with the
Annual Meeting. On November 11, 1997, the Special Committee of
the Board of Directors of the Company announced that it had
retained Eric Gleacher, Chairman and Chief Executive Officer of
Gleacher NatWest Inc., and Victor Lewkow, a partner at Cleary,
Gottlieb, Steen & Hamilton, as its independent financial and
legal advisors, respectively.
Copies of the press releases are filed as Exhibits 134,
135 and 136 hereto, respectively, and are incorporated herein by
reference.
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Item 9. Exhibits.
The response to Item 9 is hereby amended by adding the
following new exhibits:
132. Text of advertisement published by the Company on
November 11, 1997.
133. Text of advertisement published by the Company on
November 12, 1997.
134. Text of Press Release issued by the Company dated
November 10, 1997.
135. Text of Press Release issued by the Company dated
November 10, 1997.
136. Text of Press Release issued by the Company dated
November 11, 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
Name: Richard S. Ward
Title: Executive Vice President,
General Counsel and
Corporate Secretary
Dated as of November 12, 1997
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EXHIBIT INDEX
Exhibit Description Page No.
(132) Text of advertisement published by the
Company on November 11, 1997...........
(133) Text of advertisement published by the
Company on November 12, 1997...........
(134) Text of Press Release issued by the Company
dated November 10, 1997................
(135) Text of Press Release issued by the Company
dated November 10, 1997................
(136) Text of Press Release issued by the Company
dated November 11, 1997................
[Exhibit 132]
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Attention ITT Shareholders:
Why Cut Off The
Auction Now?
The ITT directors are absolutely committed to selling ITT in a
fair and impartial auction in order to maximize shareholder value
in accordance with ITT's "Revlon" duties. The ITT Board has
established a special committee of four independent directors to
oversee the auction process now underway for ITT.
This process has already created $3.5 billion in additional value
for ITT shareholders. Remember, the first bid for ITT was
Hilton's $55 per share offer--the highest bid is currently
Starwood Lodging's $85 per share offer.
We hope to induce an even higher offer for your shares by letting
the auction continue. The Hilton nominees don't--they want to
stop the auction now and accept Hilton's lower bid. How are your
interests served by letting one of the bidders end the auction
and negotiate with itself?
Vote for the ITT directors--let the auction continue until the
highest possible price is obtained.
VOTE TODAY FOR THE ITT DIRECTORS:
GET THE HIGHEST PRICE
FOR YOUR SHARES
It is too late to mail your proxy card. Call GEORGESON & COMPANY
INC., toll free at (800) 223-2064 for last-minute assistance in
voting for the ITT directors.
ITT
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[Exhibit 133]
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Attention ITT Shareholders:
Why Leave Money
On The Table?
The issue is simple.
Which board do you want?
Hilton's nominees will accept Hilton's current offer without any
negotiation. ITT's Board will get you the highest possible price
by completing a fair and impartial auction.
Remember, the bidding process has already created $3.5 billion in
additional value for you.
The choice is today. The choice is yours.
Vote For The ITT Directors:
Get The Highest Price
For Your Shares
It is too late to mail your proxy card. Call GEORGESON & COMPANY
INC., toll free at (800) 223-2064 for last-minute assistance in
voting for the ITT directors.
ITT
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[Exhibit 134]
[ITT Letterhead]
DATE: November 10, 1997
CONTACTS: Jim Gallagher George Sard/David Reno
TELEPHONE: 212-258-1261 Sard Verbinnen & Co.
212-687-8080
FOR IMMEDIATE RELEASE
ITT REITERATES COMMITMENT TO HOLDING FAIR AUCTION
NEW YORK, November 10, 1997 -- ITT Corporation (NYSE:ITT)
today reiterated its continuing commitment to treat all bidders
for ITT fairly and to conduct an open and impartial auction for
the Company in order to maximize stockholder value in accordance
with ITT's "Revlon" duties. The ITT Board of Directors has
established a Special Committee of four independent directors to
oversee the auction process now underway for ITT.
ITT also once again urged Hilton to identify any additional
information it wants in connection with its offer for ITT. ITT
said it will promptly provide any such information once specified
by Hilton, but that no requests by Hilton for information or
access to ITT management are currently pending.
Contrary to continuing misleading public statements by
Hilton, Hilton has received access to the same information as
Starwood Lodging and other potential bidders for ITT. ITT noted
that Hilton is not prohibited by any confidentiality agreement
with ITT from identifying publicly what information it has
received or what further information it wants from ITT.
- ITT -
[Exhibit 135]
[ITT Letterhead]
DATE: November 10, 1997
CONTACTS: Jim Gallagher George Sard/David Reno
TELEPHONE: 212-258-1261 Sard Verbinnen & Co.
212-687-8080
FOR IMMEDIATE RELEASE
ITT ALERTS SHAREHOLDERS TO LAST-MINUTE VOTING PROCEDURES
NEW YORK, November 10, 1997 -- ITT Corporation (NYSE:ITT)
today alerted shareholders to last-minute voting procedures for
its Annual Meeting, which will begin at 11:30 a.m. on November 12
at the St. Regis Hotel, 2 East 55 Street, New York.
ITT advised shareholders who have not yet voted that
Tuesday, November 11, is a bank holiday and that voting
instructions should be executed as soon as possible to ensure
proxies are voted and processed in a timely manner and are not
invalidated.
The Company reminded shareholders who vote through brokers
and ADP Proxy Services (ADP) that electronic voting is not
available for contested elections. Banks, brokers and ADP have
already begun processing voting instructions. Voting instructions
not received by these organizations by the close of business on
Tuesday, November 11, may not be processed in time to be voted.
Investors with shares held by a bank or broker who wish to
vote in person must have their custodian or its agent issue a
"legal proxy" authorizing them to vote their shares. Shareholders
should make such arrangements immediately to assure they will
have a copy of the legal proxy to bring to the meeting Wednesday.
Shareholders who need voting assistance should contact Georgeson
& Co. at (800) 223-2064.
- ITT -
[Exhibit 136]
[ITT Letterhead]
DATE: November 11, 1997
CONTACTS: Jim Gallagher George Sard/David Reno
TELEPHONE: 212-258-1261 Sard Verbinnen & Co.
212-687-8080
FOR IMMEDIATE RELEASE
SPECIAL COMMITTEE OF ITT BOARD HIRES ADVISORS
NEW YORK, November 11, 1997 -- ITT Corporation (NYSE:ITT)
announced today that the four-member Special Committee of the ITT
Board of Directors has retained Eric Gleacher, Chairman and Chief
Executive Officer of Gleacher NatWest Inc., and Victor Lewkow, a
partner at Cleary, Gottlieb, Steen & Hamilton, as its independent
financial and legal advisors, respectively.
The Special Committee was formed Friday, November 7 to
oversee the auction process currently underway for ITT and to
ensure the fairness and impartiality of an auction designed to
maximize shareholder value. Chaired by Paul G. Kirk, Jr., an
independent ITT director since 1989, the Special Committee also
includes independent ITT directors Nolan D. Archibald, Robert A.
Burnett and Edward C. Meyer.
- ITT -
