SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 47)
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 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 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 November 3, 1997, the Company announced that it had received
Hilton's revised offer and that, consistent with its fiduciary duties and
as permitted by the definitive merger agreement with Starwood for the
merger of Starwood and the Company, the Board of Directors of the Company
will exercise its fiduciary duties and evaluate all offers for the Company.
A copy of the press release describing the announcement is filed as Exhibit
123 hereto and is incorporated herein by reference.
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding the following
new Exhibit:
123. Text of Press Release issued by the Company dated November 3,
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 3, 1997
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
(123) Text of Press Release issued by the Company
dated November 3, 1997.....................
[Exhibit 123]
[ITT Letterhead]
DATE: November 3, 1997
CONTACT: Jim Gallagher
TELEPHONE: 212-258-1261
or
Juan Cappello
212-258-1235
FOR IMMEDIATE RELEASE
ITT RECEIVES HILTON'S LATEST OFFER
NEW YORK, NY, November 3, 1997 -- ITT has received Hilton's revised
offer. Consistent with its fiduciary duties and as permitted by the
definitive merger agreement with Starwood Lodging for the merger of
Starwood Lodging and ITT at $82 per share, the Board will exercise its
fiduciary duties and evaluate all offers for ITT. ITT remains committed to
maximizing the value of the company to its stockholders.
- ITT -
