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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 31)
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)
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 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 26, 1997, the judge in ITT Corp., et al. v. Hilton
Hotels Corp., et al., CV-S-97-00893-PMP (RLH) ("ITT v. Hilton") issued an
order which (i) consolidated ITT v. Hilton with Hilton Hotels Corp., et al.
v. ITT Corp., et al., CV-S-97-95-PMP (RLH) ("Hilton v. ITT") and (ii) set a
hearing date of September 29, 1997 regarding Hilton's motion filed in ITT
v. Hilton for injunctive and preliminary relief seeking, among other
things, to enjoin the Company from proceeding with the Comprehensive Plan.
A copy of the judge's order is filed as Exhibit 94 hereto and is
incorporated herein by reference.
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding the following
new exhibits:
94. Order of the Honorable Philip M. Pro, United
States District Judge, dated August 26, 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 August 29, 1997
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EXHIBIT INDEX
Exhibit Description Page No.
(94) Order of the Honorable Philip M. Pro,
United States District Judge, dated August
26, 1997...........................................
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UNITED STATES DISTRICT COURT
DISTRICT OF NEVADA
* * *
HILTON HOTELS CORPORATION and )
HLT CORPORATION, )
) CV-S-97-095-PMP (RLH)
Plaintiffs, )
v. )
)
ITT CORPORATION, et al., )
)
Defendants. )
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)
ITT CORPORATION, et al., )
)
Plaintiffs, )
v. ) CV-S-97-893-PMP (RLH)
)
HILTON HOTELS CORPORATION and )
HLT CORPORATION, )
) O R D E R
Defendants. )
- ---------------------------------------)
IT IS ORDERED that the Defendants' Motion to Consolidate the
above-referenced cases (#108 in CV-S-97-095- PMP (RLH) and #22 in
CV-S-97-893-PMP (RLH)), as joined by Plaintiffs on August 18, 1997 (#110 in
CV-S-97-95-PMP (RLH)), is granted and these two actions are consolidated
with all future pleadings and papers being filed only in the Base File of
CV-S-97-095-PMP (RLH).
IT IS FURTHER ORDERED that Hilton's Motion for Leave to File Motion
and Brief in Excess of Page Limitation (#25 in CV-S-97-893-PMP (RLH)),
filed August 25, 1997, is granted.
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IT IS FURTHER ORDERED that Hilton's Motion for Prompt Hearing on its
Motion for Injunctive and Declaratory Relief (#26 in CV-S-97-893-PMP
(RLH)), also filed August 25, 1997, is granted to the extent that a hearing
on Hilton's Motion for Injunctive and Declaratory Relief (#29 in
CV-S-97-893- PMP (RLH)) and on Plaintiff's Motion Pursuant to Fed. R. Civ.
P. 57 (#4 in CV-S-97-893-PMP (RLH)) is scheduled for MONDAY, SEPTEMBER 29,
1997, AT 1:30 P.M.
DATED: August 26, 1997
/s/ Philip M. Pro
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PHILIP M. PRO
United States District Judge
