SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 18)
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 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.
The response to Item 8 is hereby amended by adding the
following after the final paragraph of Item 8:
On June 30, 1997, the Company announced that it completed
the sale of 5 ITT Sheraton Hotels for $200 million in cash to FelCor
as part of a long-term strategic alliance between the companies. A
copy of the press release announcing the closing is filed as Exhibit
65 hereto and is incorporated herein by reference.
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding the
following new exhibit:
65. Text of Press Release issued by the Company dated
June 30, 1997.
<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 July 3, 1997
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
(65) Text of Press Release issued by the Company
dated June 30, 1997........................
[Exhibit 65]
[ITT Letterhead]
DATE: June 30, 1997
CONTACT: Jim Gallagher
TELEPHONE: 212-258-1261
FOR IMMEDIATE RELEASE
ITT COMPLETES SALE OF 5 HOTELS TO FELCOR
AS PART OF STRATEGIC ALLIANCE
NEW YORK, NY, June 30, 1997 -- ITT Corporation (NYSE:ITT) today
said it has completed the sale of five ITT Sheraton Hotels for $200
million in cash to FelCor Suite Hotels, Inc. (NYSE:FCH) as part of a
long-term strategic alliance between the companies.
Under the terms of the transaction Sheraton has a contract to
manage the hotels for 20 years. The companies announced an agreement
in principle on May 19 and a definitive agreement on June 9.
As part of this strategic alliance, ITT Sheraton will provide its
expertise in the hotel business by helping identify quality
acquisition opportunities for FelCor and by making available the
Sheraton brand through long-term management agreements. FelCor will
provide the capital to acquire certain existing Sheraton Hotels as
well as other hotels that will be converted to the Sheraton brand.
# # #
