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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 51)
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 Exhibit 127 hereto and are
incorporated herein by reference.
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding the
following new exhibit:
127. Text of advertisement published by the
Company on November 7, 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 November 7, 1997
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EXHIBIT INDEX
Exhibit Description Page No.
(127) Text of advertisement published by the
Company on November 7, 1997...................
[Exhibit 127]
Attention ITT Shareholders:
HOW CAN YOU GET THE HIGHEST PRICE
FOR YOUR ITT SHARES?
ITT shareholders have a choice. You can vote for ITT's Board of Directors,
a Board that is absolutely committed to selling ITT to the bidder offering
the highest economic value for your shares. Or you can vote for Hilton's
nominees, who are committed solely to Hilton's offer. It's your choice, and
it's an important choice.
There are currently two bidders for your ITT stock, Hilton and Starwood
Lodging. Hilton is currently offering $80 per ITT share in cash and stock;
Starwood is currently offering $82 per ITT share in cash and stock. ITT's
Board will treat all credible bidders fairly with the goal of securing the
highest available price for your investment.
o ITT's Board is committed to selling ITT at the best price through
a fair auction. The ITT directors have persevered on your behalf
despite public attacks and litigation attempting to impose
personal liability on them. It is their job to get you the best
price for your shares. We don't believe either Hilton or Starwood
is finished bidding. Do you really believe Hilton's interest in
ITT will end on November 12?
o Hilton's nominees support only Hilton's offer. If you vote for
Hilton's nominees, you may not get the best price for your ITT
shares. Do you want one of the bidders running the auction and
negotiating with itself on your behalf?
o The ITT Board has already gotten you more than $3 billion in
additional value. The initial offer for ITT was $55 per share.
The offers are now up to $80 and $82. ITT's Board has already
gotten you almost 50% more value. We believe we can get you even
more value.
o There is no need to elect Hilton's nominees for Hilton to be
treated fairly. The same confidential information provided to
Starwood and requested by Hilton has been provided to Hilton.
Hilton has a level playing field. Ask them what additional
information they need.
o The ITT Board is accountable to you. ITT's directors believe the
sale of ITT will be completed by early 1998. However, if
reelected, they will stand for election again if necessary no
later than March 1998 so shareholders can hold them accountable
for the auction results.
Can you afford to let Hilton's nominees decide who wins? These same
nominees were ready to accept a $55 per share offer. If reelected, the ITT
Directors will continue working to obtain the highest possible price for
ITT shares.
Vote For Directors Who Are Committed To You
Reelect The ITT Directors On the BLUE Card
You must use the BLUE proxy card to reelect ITT's Directors and get full
and fair value for your shares. Please sign and return the BLUE card today.
To be sure that your vote is counted, send your BLUE card today by Express
Mail or another overnight courier service. Ignore Hilton's white card. For
help voting your shares, please call our proxy firm, GEORGESON & COMPANY
INC., toll free at (800) 223-2064.
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ITT
