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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 32)
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)
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 September 4, 1997, the Company announced the extension of its
previously announced Equity Tender Offer and Debt Tender Offer. The Tender
Offers are now scheduled to expire at 5:00 p.m., New York City time, on
Monday, September 29, 1997, unless extended. A copy of a press release
announcing the extension of the Tender Offers is filed as Exhibit 95 hereto
and is incorporated herein by reference.
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding the following
new Exhibit:
95. Text of 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.
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 September 5, 1997
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EXHIBIT INDEX
Exhibit Description Page No.
(95) Text of Press Release issued by the Company
dated September 4, 1997........................
[Exhibit 95]
[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
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(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 -
