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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 17)
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 7. Certain Negotiations and Transactions by the
Subject Company.
The response to Item 7 is hereby amended by adding the
following after the second sentence of the first paragraph of
Item 7(a):
On June 25, 1997, the Company announced that it was considering
expressions of interest with respect to a portion of its
ownership interest in Ciga S.p.A. ("Ciga") and individual Ciga
hotels and that it was considering all of its options regarding
its position in Ciga, as well as other hotels, taking into
account the best interests of its stockholders. A copy of a press
release regarding the announcement is filed as Exhibit 64 hereto
and is incorporated herein by reference.
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding the
following new exhibit:
64. Text of Press Release issued by the Company dated June
25, 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 June 25, 1997
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EXHIBIT INDEX
Exhibit Description Page No.
(64) Text of Press Release issued by the
Company dated June 25, 1997...............
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[Exhibit 64]
[ITT LETTERHEAD]
DATE: June 25, 1997
CONTACT: Jim Gallagher
TELEPHONE: 212-258-1261
FOR IMMEDIATE RELEASE
NEW YORK, NY, June 25, 1997 -- In connection with
recent press reports ITT confirmed today that it is
considering several expressions of interest from parties
interested in purchasing a portion of ITT's equity interest
in Ciga and from other parties interested in purchasing
individual Ciga hotels. ITT is considering all of its
options regarding its position in Ciga, as well as other
hotels, taking into account the best interests of its
shareholders.
