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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 49)
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
ITT CORPORATION
(Name of Subject Company)
ITT CORPORATION
(Name of Person(s) Filing Statement)
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 65,000,000 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:
At a meeting held on November 5, 1997, the Board of Directors of
the Company unanimously confirmed its absolute commitment to sell the
Company and its conclusion that stockholder value will be maximized by
continuing the competition between Starwood and Hilton.
At the November 5 meeting, the Board also took action to
emphasize its accountability to stockholders of the Company. The Board
unanimously committed to holding the Company's 1998 annual meeting as soon
as possible after the Company's 1997 financial results are finalized, which
the Company believes could occur as early as the end of February. In
addition, the Board unanimously committed to provide holders of 10% or more
of the outstanding Shares with the ability at any time from December 15,
1997 until the date of the 1998 annual meeting to call a special meeting of
stockholders.
A copy of a press release announcing the Board's actions is filed
as Exhibit 125 hereto and is incorporated herein by reference.
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Item 9. Exhibits.
The response to Item 9 is hereby amended by adding the following
new exhibit:
125. Text of Press Release issued by the Company dated
November 6, 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 November 6, 1997
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EXHIBIT INDEX
Exhibit Description Page No.
(125) Text of Press Release issued by the Company
dated November 6, 1997.....................
[Exhibit 125]
[ITT Letterhead]
DATE: November 6, 1997
CONTACTS: Jim Gallagher George Sard/David Reno
TELEPHONE: 212-258-1261 Sard Verbinnen & Co.
212-687-8080
FOR IMMEDIATE RELEASE
ITT BOARD SAYS IT IS UNANIMOUSLY COMMITTED TO MAXIMIZING VALUE
FOR ITT STOCKHOLDERS IN AUCTION PROCESS
NEW YORK, NY, November 6, 1997 -- ITT Corporation (NYSE:ITT) announced
today that the ITT Board has unanimously confirmed its absolute commitment
to sell ITT and has concluded that stockholder value will be maximized by
allowing the competition between Starwood Lodging and Hilton Hotels to
continue.
The Board has exercised its right under the Starwood merger agreement
to hold discussions with Hilton about its bid. Discussions with both Hilton
and Starwood are continuing. ITT remains a party to the Starwood merger
agreement, will comply with all of its obligations under this agreement and
is not modifying its prior recommendation pending further developments.
The Board recognizes it will be held accountable to stockholders for
the way it conducts the auction of ITT. Accordingly, it voted to hold ITT's
1998 Annual Meeting, if needed, by March 1998, and to apply all advance
notification requirements to permit an election contest. ITT will also call
a Special Meeting if requested by 10% of ITT stockholders between December
15, 1997, and the March 1998 Annual Meeting.
Paul Kirk, an independent ITT director since 1989, said, "We expect
the 1998 Annual Meeting will never occur because the sale
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of ITT will have closed, but we want our stockholders to know they will
have an early opportunity to vote again if necessary."
"Under the present circumstances, the Board does not believe--and
thinks ITT stockholders do not believe--that either Hilton or Starwood has
put forth their best and final bid. We will scrupulously fulfill our
fiduciary duty to treat all bidders fairly in the auction for ITT and to
secure the highest available price for ITT stockholders," said Kirk.
"The ITT Board is running a bidding process that has already created
more than $3 billion of additional value for ITT stockholders," said Rand
V. Araskog, Chairman and Chief Executive of ITT. "Although the Board
believes the end stage of the auction is approaching, it does not believe
November 12 is necessarily the right cut-off date for the auction.
Particularly in light of its resolve to sell ITT to the highest bidder, the
Board does not believe the Annual Meeting should be viewed as a referendum
on the two current offers for ITT. This Meeting is simply a mechanism for
ITT stockholders to decide which Board they want to continue to conduct the
auction. If reelected, ITT's Board will continue to seek maximum value for
stockholders and will consider only economics as it weighs the competing
bids," said Araskog.
Kirk said, "The only people interested in a premature end to the
bidding are Hilton's nominees. ITT's Board has long believed that an
important part of Hilton's initial strategy to buy ITT
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cheaply was to stampede stockholders into a premature decision. We don't
think ITT's stockholders should now want one of the bidders to conduct the
auction. This Board is absolutely dedicated to selling ITT and to achieving
the best value for ITT stockholders."
- ITT -
