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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 10)
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 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:
On May 12, 1997, the Company and Dow Jones & Company, Inc.
("Dow Jones") reached a definitive agreement to sell WBIS+, Channel 31
in New York City (the "Station"), to Paxson Communications Corporation
("Paxson") for a purchase price of $257.5 million. The agreement is
subject to approval by the Federal Communications Commission, which is
expected to be received in 1997. The transaction is expected to be
completed by the end of 1997. The Station will continue to operate with
its current programming until June 29, 1997, after which Paxson will
provide the Station's programming under a time brokerage agreement until
the transaction closes. A copy of a press release issued by the
Company and Dow Jones announcing the transaction is filed as Exhibit 54
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:
54. Press Release dated May 12, 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 May 12, 1997
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EXHIBIT INDEX
Exhibit Description Page No.
- ------ ----------- --------
(54) Press Release dated May 12, 1997............
3
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[Exhibit 99.54]
DOW JONES ITT
Dow Jones & Company, Inc. ITT Corporation
200 Liberty Street 1330 Avenue of the Americas
New York, NY 10281 New York, NY 10019
CONTACT: Dick Tofel CONTACT: James P.Gallagher
(212) 416-2951 (212) 258-1261
DATE: May 12, 1997
FOR IMMEDIATE RELEASE
ITT AND DOW JONES AGREE TO SELL WBIS+ TO PAXSON COMMUNICATIONS
NEW YORK, NY, May 12, 1997 -- ITT Corporation and Dow Jones &
Company confirmed today that they have reached a definitive agreement to
sell WBIS+, Channel 31 in New York City, to Paxson Communications Corp.
for $257.5 million. The purchase price represents a gain on Dow Jones'
and ITT's total investment in the station. Dow Jones and ITT purchased
the station from the City of New York in 1996 for $207 million.
The agreement is subject to approval by the Federal
Communications Commission, which is expected to be received later this
year. The transaction is expected to be completed by year-end. It is not
subject to financing conditions.
WBIS+ will continue to operate with its current programming
until June 29, after which Paxson will provide the station's programming
under a time brokerage agreement until the transaction closes.
