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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 15)
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 June 17, 1997, the Company announced that it completed
the sale of a 39.8% interest in MSG to Cablevision for $500 million in
cash. A copy of the press release announcing the transaction is filed
as Exhibit 62 hereto and is incorporated herein by reference.
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding the
following new exhibit:
62. Text of Press Release issued by the Company dated June 17,
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 18, 1997
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EXHIBIT INDEX
Exhibit Description Page No.
(62) Text of Press Release issued by the Company
dated June 17, 1997.........................
[Exhibit 62]
[ITT LETTERHEAD]
DATE: June 17, 1997
CONTACT: Jim Gallagher
TELEPHONE: 212-258-1261
FOR IMMEDIATE RELEASE
ITT COMPLETES SALE OF MADISON SQUARE GARDEN TO CABLEVISION
NEW YORK, NY, June 17, 1997 -- ITT Corporation (NYSE:ITT) today
announced that it has completed its previously announced sale of
Madison Square Garden (MSG) to Cablevision Systems Corporation
(ASE:CVC).
Under the terms of the agreement, ITT will receive a total of at
least $650 million. ITT purchased its 50% stake in MSG in 1995 for a
net investment of $360 million.
ITT today received $500 million in cash from Cablevision for a
39.8% interest in MSG, reducing ITT's ownership in MSG from 50% to
10.2%. ITT is guaranteed to receive at least an additional $150
million for this remaining interest in MSG as follows:
more
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- 2 -
o ITT has a "put" option to require Cablevision or MSG to buy
half of ITT's remaining 10.2% interest in MSG for $75
million on the first anniversary of today's closing and the
other half of this remaining interest for an additional $75
million on the second anniversary of today's closing or, if
the first option is not exercised by ITT, the entire
interest for $150 million.
o If ITT does not exercise its "put" option, Cablevision has a
"call" option requiring ITT to sell its remaining stake in
MSG to Cablevision on the third anniversary of today's
closing for the greater of $150 million or fair market value
at that time.
In addition ITT has sold to Cablevision an aircraft used by MSG
for the Knicks and Rangers for $38 million.
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