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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 39)
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)
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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 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 111 hereto and are incorporated herein by
reference.
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding the
following new Exhibit:
111. Letter to stockholders of the Company dated
October 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 October 8, 1997
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EXHIBIT INDEX
Exhibit Description Page No.
(111) Letter to stockholders of the Company dated
October 7, 1997............................
[Exhibit 111]
[ITT Letterhead]
October 7, 1997
Dear Fellow Stockholders:
Attached for your information is the first of a series of
advertisements we will be running to inform you about the key issues
ITT stockholders face in deciding how to vote at the Annual Meeting of
ITT stockholders set for November 12, 1997.
We will soon be sending you ITT's proxy statement and ITT's blue
proxy card. The ITT proxy statement details the many reasons why we
strongly believe Hilton's $70 per share offer is inadequate and why we
are convinced that ITT's plan will deliver superior economic value to
ITT stockholders.
We urge you to read carefully the ITT proxy statement. To vote
for directors committed to ITT's plan, you will need to use ITT's blue
proxy card. You may also receive a proxy statement from Hilton with a
white proxy card. To support ITT, simply ignore Hilton's white proxy
card.
We need your support. If you have questions, or need information
or assistance, please call our proxy firm, Georgeson & Company, Inc.,
toll free at (800) 223-2064.
Sincerely,
/s/ Rand V. Araskog
Rand V. Araskog
Chairman and Chief Executive
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Attention ITT Shareholders:
The Issue is Shareholder Value
Fact: ITT Shareholders Will Decide On November 12 Whether
They Want Directors Committed To ITT's Plan Or
Hilton's Hand-Picked Nominees Who Support Their
Hostile Offer.
Shareholders of Record October 1 are eligible to vote at ITT's
November 12 meeting for Directors committed to ITT's
Plan--split tax-free into three focused companies and buy back
30 million ITT shares for $70 per share--or for nominees who
support Hilton's hostile offer. There is no longer a staggered
Board in ITT's Plan. You can make a clear-cut choice based
purely on economics.
Fact: ITT Believes Our Plan Will Deliver More Value To
Shareholders Than Hilton's Low-Ball Hostile Offer.
Hilton tried to steal ITT at $55 per share and only raised to
$70 in response to ITT's Plan. Yet, Hilton's own CFO told its
Board that ITT is "conservatively" worth more than $70.
Fact: Had You Tendered When Hilton First Asked You To, You
Would Have Left Almost $2 Billion On The Table.
If you vote for Hilton, we believe you'll still be leaving
money on the table. Hilton is trying to steal ITT for the
benefit of its own shareholders. ITT is offering you, tax-free,
participation in the upside of owning three public companies:
ITT Destinations, a worldwide leader in hotels and gaming; ITT
Educational Services, a premier operator of technical schools;
and ITT World Directories, the #1 publisher of overseas
telephone directories and classified information. This is the
same valuecreating approach we successfully used two years ago.
Fact: ITT Actions Have Caused Hilton To Increase Its
Hostile Offer From $55 Per Share To $70 Per Share.
ITT will continue to enhance shareholder value.
ITT Is Working For You
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We thank the many ITT shareholders who support our plan. To those
of you who haven't made up your mind, we're eager to make our
case to you. We are convinced we can generate superior value to
Hilton's inadequate hostile offer.
You will soon receive a blue proxy card and voting instructions
from ITT. We urge our shareholders not to take any action before
reviewing ITT's proxy materials. Be certain you review proxy
cards carefully and know who you are voting for. If you have
questions, or need additional information, please call our proxy
firm, GEORGESON & COMPANY INC toll-free at (800) 223-2064.
[ITT Logo]
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CERTAIN INFORMATION CONCERNING PARTICIPANTS
The participants in this solicitation include ITT
Corporation (the "Company") and the following individuals, each
of whom is a director of the Company: Bette B. Anderson, Rand V.
Araskog, Nolan D. Archibald, Robert A. Bowman, Robert A. Burnett,
Paul G. Kirk, Jr., Edward C. Meyer, Benjamin F. Payton, Vin
Weber, Margita E. White and Kendrick R. Wilson III. Ms. Anderson
is the direct owner of 2,811 shares of common stock of the
Company ("Common Stock") and may be deemed to beneficially own 83
additional shares. Mr. Araskog is the beneficial owner of
1,748,398 shares of Common Stock. Mr. Archibald is the direct
owner of 1,811 shares of Common Stock. Mr. Bowman is the
beneficial owner of 550,046 shares of Common Stock. Mr. Burnett
is the direct owner of 2,981 shares of Common Stock. Mr. Kirk is
the direct owner of 1,821 shares of Common Stock. Gen. Meyer is
the direct owner of 3,311 shares of Common Stock. Dr. Payton is
the direct owner of 1,303 shares of Common Stock. Mr. Weber is
the direct owner of 844 shares of Common Stock. Ms. White is the
direct owner of 2,811 shares of Common Stock. Mr. Wilson is the
direct owner of 3,000 shares of Common Stock. The foregoing share
ownership figures are as of August 31, 1997.
The Company has retained Goldman, Sachs & Co. ("Goldman
Sachs") and Lazard Freres & Co. LLC ("Lazard Freres") to act as
financial advisors to the Company in connection with the Hilton
offer and other matters arising in connection therewith,
including assisting the Company in exploring possible strategic
alternatives in light of the Hilton offer. Pursuant to an
engagement letter with Goldman
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Sachs and Lazard Freres, the Company has agreed to pay each of
Goldman Sachs and Lazard Freres for their services 50% of (a) an
initial fee equal to $1,000,000 and (b) an additional advisory
fee equal to $19,000,000. The Company has also agreed to
reimburse Goldman Sachs and Lazard Freres for their reasonable
out-of-pocket expenses, including fees of counsel and any sales,
use or similar taxes, and to indemnify Goldman Sachs and Lazard
Freres against certain liabilities in connection with their
engagement, including certain liabilities arising under the
Federal securities laws. In addition, Goldman Sachs and Lazard
Freres are involved in arranging certain financings to be
incurred by ITT Destinations, Inc., a new corporation formed to
hold the Company's hotel and gaming assets, in connection with
the Comprehensive Plan and Goldman Sachs Credit Partners L.P., an
affiliate of Goldman Sachs, is providing certain portions of such
financings. Although Goldman Sachs and Lazard Freres do not admit
that they or any of their directors, officers, employees or
affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934, as
amended, by the Securities and Exchange Commission, or that
Schedule 14A requires the disclosure of certain information
concerning them, Robert Kaplan (Managing Director), Cody Smith
(Managing Director), William Crowley (Managing Director), Eduardo
Cruz (Vice President) and Marc Nachmann (Associate), in each case
of Goldman Sachs, and Gerald Rosenfeld (Managing Director),
Robert Hougie (Vice President) and Antonio Weiss (Vice
President), in each case of Lazard Freres (collectively, the
"Financial Advisor Participants"), may assist the Company in the
solicitation of proxies for the annual meeting.
Goldman Sachs and Lazard Freres have provided financial
advisory and investment banking services to the Company from time
to time for which they have received customary compensation.
Kendrick R. Wilson III is a Managing Director of Lazard Freres.
In the ordinary course of their business, Goldman Sachs and
Lazard Freres may actively trade securities of the Company for
their own account and the account of their customers and,
accordingly, may at any time hold a long or short position in
such securities. Goldman Sachs has advised the Company that as of
September 29, 1997, Goldman Sachs held a net long position of
approximately 12,221 shares of Common Stock. Lazard Freres has
advised the Company that as of September 29, 1997, Lazard Freres
held a net long position of approximately 12,785 shares of Common
Stock over which Lazard Freres exercised investment discretion.
Except as set forth above, to the Company's knowledge, none of
Goldman
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Sachs, Lazard Freres or any of the Financial Advisor Participants
has any interest, direct or indirect, by security holdings or
otherwise, in the Company.
