=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 28)
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 August 13, 1997, the Company extended the expiration date
of its previously commenced Equity Tender Offer. The offer is
made only pursuant to the offer to purchase. A copy of a press
release announcing the extension of the Equity Tender Offer is
filed as Exhibit 85 hereto and is incorporated herein by
reference.
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding the
following new exhibits:
85. Text of Press Release issued by the Company
dated August 13, 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 August 13, 1997
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
- ------- ----------- --------
(85) Text of Press Release issued by the Company
dated August 13, 1997......................
[EXHIBIT 85]
[ITT Letterhead]
DATE: August 13, 1997
CONTACT: Jim Gallagher
TELEPHONE: 212-258-1261
FOR IMMEDIATE RELEASE
ITT Extends Stock Tender Offer
New York, August 13, 1997 - ITT Corporation announced today that
it had 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 Tuesday, September 9, 1997, unless extended. As of the close of
business yesterday, approximately 19 million shares of the Company's
common stock have been tendered in the offer. The terms and conditions
of the offer are set forth in the Company's Offer to Purchase dated
July 17, 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 -
