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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 16)
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 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 June 19, 1997, the U.S. Court of Appeals for the Ninth
Circuit affirmed the U.S. District Court for the District of Nevada's
denial of the Hilton Annual Meeting Motion, pursuant to which Hilton
sought to require the Company to hold its annual meeting in May 1997.
A copy of the memorandum affirming the denial is filed as Exhibit 63
hereto and is incorporated herein by reference.
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding the
following new exhibit:
63. Memorandum of the U.S. Court of Appeals for the Ninth
Circuit dated June 19, 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
Name: Richard S. Ward
Title: Executive Vice President,
General Counsel and
Corporate Secretary
Dated as of June 20, 1997
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EXHIBIT INDEX
Exhibit Description Page No.
(63) Memorandum of the U.S. Court of Appeals for
the Ninth Circuit dated June 19, 1997......
[Exhibit 63]
NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
HILTON HOTELS CORPORATION; and )
HLT CORPORATION, )
) No. 97-15702
Plaintiffs/Counter-Defendants/)
Appellants, ) D.C. No. CV 97-95-PMP
)
vs. )
) MEMORANDUM*
ITT CORPORATION, )
)
Defendant/Counter-Claimant/ )
Appellee. )
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Appeal from the United States District Court
for the District of Nevada
Philip M. Pro, District Judge, Presiding
Submitted June 19, 1997**
Before: GOODWIN, SCHROEDER and TASHIMA, Circuit Judges
This preliminary injunction appeal comes to us for review
under Ninth Circuit Rule 3-3. We have jurisdiction under 28 U.S.C. ss.
1292(a)(1), and we affirm.
Our inquiry is limited to whether the district court has
abused its discretion in denying the preliminary injunction, or has
based its decision on an erroneous legal
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* This disposition is not appropriate for publication and
may not be cited to or by the courts of this circuit except
as provided by Ninth Cir. R. 36-3.
** The panel unanimously agrees that this case is
appropriate for submission without oral argument pursuant to
Fed. R. App. P. 34(a) and Ninth Cir. R. 34-4. Accordingly,
appellants' request for oral argument is denied.
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standard. See Does 1-5 v. Chandler, 83 F.3d 1150, 1152 (9th Cir.
1996). The record before us shows that the district court did not rely
upon an erroneous legal premise or abuse its discretion in concluding
that appellants' showing of probable success on the merits was
insufficient to warrant preliminary injunctive relief. See id.
Accordingly, the district court's denial of a preliminary
injunction is AFFIRMED.1
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1 Appellants' motion to file a corrected brief is
granted. The Clerk shall file the corrected brief received
on April 29, 1997.
