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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
Issuer Tender Offer Statement
(Amendment No. 8*)
(Pursuant to Section 13(e)(1)
of the Securities Exchange Act of 1934)
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ITT Corporation
(Name of Issuer)
ITT Corporation
(Name of Person(s) Filing Statement)
Common Stock, no par value
(including the associated Rights)
(Title of Class of Securities)
450912 10 0
(CUSIP Number of Class of Securities)
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PATRICK L. DONNELLY, Esq.
Vice President and
Assistant General Counsel
ITT Corporation
1330 Avenue of the Americas
New York, New York 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)
Copy to:
GEORGE W. BILICIC, Jr., Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019-7475
(212) 474-1000
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* constituting the final amendment to Schedule 13E-4
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<PAGE>
This Statement constitutes the final amendment to the Issuer Tender
Offer Statement on Schedule 13E-4 filed by ITT Corporation, a Nevada
corporation (the "Company"), with the Securities and Exchange Commission on
July 17, 1997 (the "Schedule 13E-4"), relating to a tender offer by the
Company to purchase up to 30 million shares of its Common Stock, no par
value (the "Common Stock"), together with the associated preferred share
purchase rights issued pursuant to the Rights Agreement dated as of
November 1, 1995, between the Company and The Bank of New York, as Rights
Agent (the "Rights" and, together with the Common Stock, the "Shares"), at
$70 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 17, 1997 (the
"Offer to Purchase") and in the related Letter of Transmittal (which
together constitute the "Offer"), copies of which are filed as Exhibits
(a)(1) and (a)(2), respectively, to the Schedule 13E-4. Capitalized terms
used and not defined herein shall have the meanings assigned to such terms
in the Offer to Purchase and the Schedule 13E-4.
Item 8. Additional Information.
On October 22, 1997, the Company terminated and withdrew the Offer in
accordance with the terms of the Offer. The Company has instructed the
Depositary to return all Shares tendered pursuant to the Offer to the
tendering stockholders. The text of a press release dated October 22, 1997,
issued by the Company with respect to the termination and withdrawal of the
Offer is filed herewith as Exhibit (a)(21) and is incorporated herein by
reference.
Item 9. Material to be Filed as Exhibits.
(a)(21) -- Press Release issued by the Company dated October 22,
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.
Dated: October 22, 1997
ITT CORPORATION
By: /s/ Patrick L. Donnelly
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Name: Patrick L. Donnelly
Title: Vice President and
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EXHIBIT INDEX
Exhibit No. Description
(a)(21) -- Press Release issued by the Company dated October 22, 1997.
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Exhibit (a)(21)
[ITT Letterhead]
DATE: October 22, 1997
CONTACT: Jim Gallagher
TELEPHONE: 212-258-1261
FOR IMMEDIATE RELEASE
ITT TERMINATES AND WITHDRAWS STOCK AND DEBT TENDER OFFERS
NEW YORK, NY, October 22, 1997 - ITT Corporation announced today that
it has terminated and withdrawn 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
Company has instructed Citibank, N.A., the depositary for the offer, to
return to the tendering stockholders all shares that were tendered pursuant
to the offer.
ITT also announced today that it has terminated and withdrawn its
offer to purchase any and all of the following ITT Corporation debt
securities: (i) $700MM 6.25% Notes due November 15, 2000; (ii) $250MM 6.75%
Notes due November 15, 2003; (iii) $450MM 6.75% Notes due November 15,
2005; (iv) $450MM 7.375% Debentures due November 15, 2015; and (v) $150MM
7.75% Debentures due November 15, 2025. The Company has instructed
Citibank, N.A., the depositary for the offer, to return to the tendering
security holders all securities that were tendered pursuant to the offer.
