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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 45)
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 120 hereto and are
incorporated herein by reference.
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding
the following new Exhibit:
120. Text of Press Release issued by the Company dated
October 28, 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 28, 1997
2
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EXHIBIT INDEX
Exhibit Description Page No.
(120) Text of Press Release issued by the Company
dated October 28, 1997......................
3
[Exhibit 120]
[Letterhead of ITT Corporation]
DATE: October 28, 1997
CONTACT: Jim Gallagher CONTACT: George Sard/David Reno
TELEPHONE: 212-258-1261 Sard Verbinnen & Co.
212-687-8080
FOR IMMEDIATE RELEASE
ITT MAILS SUPPLEMENTAL PROXY TO SHAREHOLDERS FOR
NOVEMBER 12 MEETING;
EXPECTS STARWOOD TRANSACTION TO BE COMPLETED BY EARLY FEBRUARY
NEW YORK, NY, October 28, 1997 -- ITT Corporation
(NYSE:ITT) today announced that it has mailed a supplement to
its proxy statement to ITT shareholders for the 1997 Annual
Meeting set for November 12. At the meeting, ITT shareholders
are expected to choose between the ITT directors and the
nominees proposed by Hilton Hotels Corporation.
If reelected, the ITT directors will, subject to their
fiduciary duty, proceed to implement ITT's acquisition by
Starwood Lodging (NYSE:HOT) for $82 per ITT share, $15 in
cash and $67 in newly issued Starwood shares. ITT and
Starwood shareholders are expected to vote on this
transaction in January 1998.
ITT and Starwood expect to file the necessary documents
with the Securities and Exchange Commission and for gaming
and other regulatory approvals for the transaction during the
first week of November. ITT and Starwood also expect all
necessary gaming and other regulatory approvals will be
obtained, and the Starwood Merger will be consummated, in
late January or early February 1998.
- ITT -
