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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 52)
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 4. The Solicitation or Recommendation.
The response to Item 4 is hereby amended by adding the following
after the final paragraph of Item 4:
Reference is made to the Company's soliciting materials, which
are filed as Exhibits 128 and 129 hereto, respectively, and are
incorporated herein by reference.
Item 8. Additional Information to Be Furnished.
On November 7, 1997, the Company announced that its Board of
Directors has established a special committee of four independent directors
to complete the auction process now underway for ITT. The Company also
announced that it has informed Starwood that it will amend the Starwood
Merger Agreement to eliminate all proposed ITT seats on the boards of
directors of both Starwood and Starwood Trust. Also on November 7, 1997, in
response to Starwood's increased offer, the Company announced that it
believed the increased offer confirmed that continuing a competitive
auction for the Company will result in stockholders receiving the highest
value.
Copies of the press releases are filed as Exhibits 130 and 131
hereto, respectively, and are incorporated herein by reference.
<PAGE>
Item 9. Exhibits.
The response to Item 9 is hereby amended by adding the following
new exhibits:
128. Form of Mailgram mailed to stockholders of
the Company.
129. Text of advertisement published by the Company on
November 9 and November 10, 1997.
130. Text of Press Release issued by the Company dated
November 7, 1997.
131. Text of Press Release issued by the Company dated
November 7, 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 November 10, 1997
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EXHIBIT INDEX
Exhibit Description Page No.
(128) Form of Mailgram mailed to stockholders of
the Company........................................
(129) Text of advertisement published by the
Company on November 9 and November 10, 1997........
(130) Text of Press Release issued by the Company
dated November 7, 1997.............................
(131) Text of Press Release issued by the Company
dated November 7, 1997.............................
[Exhibit 128]
[Mailgram Letterhead]
[Addressee Information]
AN OPEN LETTER TO ITT STOCKHOLDERS:
- -----------------------------------
"SHOW US THE MONEY"
Fellow ITT Stockholders:
The Board of Directors of ITT is absolutely committed to selling ITT for
the highest price. However, we do not believe--and we do not think ITT
stockholders believe--that either Hilton or Starwood has yet made their
highest bid.
Your Board is running a bidding process that has already created $3.5
billion in additional value for ITT stockholders. If reelected on November
12, we will continue to seek maximum value for you. We will treat all
bidders fairly and consider only economics as we weigh competing bids for
your company.
We don't see how your interests are served by having one of the bidders
conduct the auction. We respectfully request your support on November 12 so
we can get you the highest price for your shares as soon as possible.
Sincerely,
The Directors of ITT Corporation
Bette B. Anderson Rand V. Araskog Nolan D. Archibald
Robert A. Bowman Robert A. Burnett Paul J. Kirk, Jr.
Edward C. Meyer Benjamin F. Payton Vin Weber
Margita E. White Kendrick R. Wilson III
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Since the time before the ITT Annual Meeting is extremely short and
Tuesday, November 11, 1997 is a postal holiday, we urge you to vote FOR THE
ITT DIRECTORS who are committed to you by following the instructions below.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF
THE COMPANY ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-800-437-7699 between 8:00 a.m. and 12:00 midnight
eastern time.
2. Tell the operator that you wish to send a collect ProxyGram to
[identification information].
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your
control number as shown below:
Name: [NA.1]
Broker: [Broker]
Control number: [ControlNum]
Number of shares: [NumShares]
If you need assistance in voting, call our solicitor, Georgeson & Company
Inc. at 1-800-223-2064.
ITT CORPORATION
Proxy for the Annual Meeting of Stockholders to be
held on November 12, 1997.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF ITT CORPORATION
The undersigned hereby constitutes and appoints Richard S. Ward and
Patrick L. Donnelly, and each of them, true and lawful agents and proxies
of the undersigned, with full power of substitution, to represent the
undersigned and to vote all shares of stock which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of ITT Corporation
(the "Company") to be held on November 12, 1997, and at any and all
adjournments and postponements thereof, on all matters before such meeting.
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THIS PROXY WILL BE VOTED AS SPECIFIED BELOW. HOWEVER, IF NO VOTE IS
SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION AS DIRECTORS OF THE
NOMINEES LISTED BELOW, "FOR" THE RATIFICATION OF THE APPOINTMENT OF ARTHUR
ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTS AND "AGAINST" THE PROPOSALS OF
HILTON HOTELS CORPORATION ("HILTON") TO APPROVE A NON-BINDING STOCKHOLDER
RESOLUTION URGING THE BOARD TO ARRANGE FOR THE SALE OF THE COMPANY TO
HILTON, A SUBSIDIARY OF HILTON OR ANY BIDDER OFFERING A HIGHER PRICE FOR
THE COMPANY (THE "HILTON SALE PROPOSAL") AND TO REPEAL EACH AND EVERY
PROVISION OF THE COMPANY'S AMENDED AND RESTATED BY-LAWS ADOPTED ON OR AFTER
JULY 23, 1996 AND PRIOR TO THE ANNUAL MEETING (THE "HILTON BY-LAW REPEAL
PROPOSAL"), ALL OF WHICH MATTERS ARE MORE FULLY DESCRIBED IN THE ANNUAL
MEETING PROXY STATEMENT OF WHICH THE UNDERSIGNED STOCKHOLDER ACKNOWLEDGES
RECEIPT.
THIS PROXY GRANTS DISCRETIONARY AUTHORITY (1) TO VOTE FOR A SUBSTITUTE
NOMINEE OF THE BOARD IF ANY NOMINEE FOR DIRECTOR LISTED BELOW IS UNABLE TO
SERVE, OR FOR GOOD CAUSE WILL NOT SERVE AS A DIRECTOR (UNLESS AUTHORITY TO
VOTE FOR ALL NOMINEES OR FOR THE PARTICULAR NOMINEE WHO HAS CEASED TO BE A
CANDIDATE IS WITHHELD) AND (2) TO VOTE ON OTHER MATTERS THAT MAY COME
BEFORE THE MEETING IN ACCORDANCE WITH THE BEST JUDGMENT OF THE NAMED
PROXIES.
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF ITT
CORPORATION.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED,
THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2 AND "AGAINST" PROPOSALS 3
AND 4.
ITT CORPORATION
The 1997 Annual Meeting of ITT Corporation will be held at 11:30 a.m.
on Wednesday, November 12, 1997 at the St. Regis Roof (20th Floor) of the
St. Regis Hotel, New York, New York. Stockholders of record at the close of
business on October 1, 1997 will be entitled to vote at the meeting and any
adjournment thereof. Stockholders who hold their shares beneficially
through bank or brokerage accounts should bring with them proof of their
ownership if they wish to attend the meeting.
<PAGE>
The Board of Directors recommends a vote "FOR" Proposals 1 and 2.
1. Election of Directors:
Bette B. Anderson, Rand V. Araskog, Nolan D. Archibald, Robert A.
Bowman, Robert A. Burnett, Paul G. Kirk, Jr., Edward C. Meyer,
Benjamin F. Payton, Vin Weber, Margita E. White and Kendrick R. Wilson
III.
INSTRUCTIONS: (If you do not wish your shares voted "FOR" a particular
nominee or nominees, give that nominee or nominees name to the
operator. You shares will be voted for the remaining nominee(s).)
( ) FOR ( ) WITHHELD ( ) FOR ALL EXCEPT
2. Ratification of Appointment of Arthur Andersen LLP as Independent
Public Accountants
( ) FOR ( ) AGAINST ( ) ABSTAIN
The Board of Directors recommends a vote "AGAINST" Proposals 3 and 4.
3. The Hilton Sale Proposal
( ) AGAINST ( ) FOR ( ) ABSTAIN
4. The Hilton By-law Repeal Proposal
( ) AGAINST ( ) FOR ( ) ABSTAIN
Please given your name to the operator exactly as your name appears hereon.
Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one
name appears, a majority should sign. If a corporation, the signature
should be that of an authorized officer who should state his or her title.
[Exhibit 129]
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Its Time For ITT Bidders To:
"SHOW US THE MONEY"
Fellow ITT Stockholders:
The Board of Directors of ITT is absolutely committed to selling ITT for
the highest price. However, we do not believe--and we do not think ITT
stockholders believe--that either Hilton or Starwood has yet made their
highest bid.
Your Board is running a bidding process that has already created $3.5
billion in additional value for ITT stockholders. If reelected on November
12, we will continue to seek maximum value for you. We will treat all
bidders fairly and consider only economics as we weigh competing bids for
your company.
We don't see how your interests are served by having the Hilton slate cut
off the auction. We respectfully request your support on November 12 so we
can get you the highest price for your shares as soon as possible.
The Directors of ITT Corporation
Bette B. Anderson Rand V. Araskog Nolan D. Archibald
Robert A. Bowman Robert A. Burnett Paul J. Kirk, Jr.
Edward C. Meyer Benjamin F. Payton Vin Weber
Margita E. White Kendrick R. Wilson III
It is too late to mail your proxy card. To vote for the ITT Directors, call
GEORGESON & COMPANY INC., toll free at (800) 223-2064 for last-minute
voting instructions.
ITT
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[Exhibit 130]
[ITT Letterhead]
DATE: November 7, 1997
CONTACTS: Jim Gallagher George Sard/David Reno
TELEPHONE: 212-258-1261 Sard Verbinnen & Co.
212-687-8080
FOR IMMEDIATE RELEASE
ITT BOARD ESTABLISHES SPECIAL COMMITTEE OF
INDEPENDENT DIRECTORS TO COMPLETE AUCTION
NEW YORK, November 7, 1997 -- ITT Corporation (NYSE:ITT) announced
today that its Board of Directors has established a Special Committee of
four independent directors to complete the auction process now underway for
ITT. The Special Committee, which will have independent legal and financial
advisors, will evaluate all bids for the Company in order to maximize
stockholder value and ensure complete impartiality.
The Special Committee is chaired by Paul G. Kirk, Jr., an independent
director since 1989. The other members of the Committee are Nolan D.
Archibald, Robert A. Burnett and Edward C. Meyer.
ITT also announced that it has informed Starwood that it will amend
the Starwood merger agreement to eliminate all proposed ITT seats on the
Boards of both Starwood Lodging Corporation and Starwood Lodging Trust,
again to guarantee complete impartiality.
- ITT -
[Exhibit 131]
[ITT Letterhead]
DATE: November 7, 1997
CONTACTS: Jim Gallagher George Sard/David Reno
TELEPHONE: 212-258-1261 Sard Verbinnen & Co.
212-687-8080
FOR IMMEDIATE RELEASE
ITT RESPONDS TO STARWOOD LODGING'S INCREASED OFFER
NEW YORK, November 7, 1997 -- ITT Corporation (NYSE:ITT) today said
Starwood Lodging's increased offer confirms its belief that stockholders
will receive the highest value by continuing the competitive auction for
ITT. ITT continues to believe that Hilton will now also increase its offer.
The Board of ITT is absolutely committed to selling ITT in a fair
auction in which the bidder who is willing to pay the highest price will
win.
- ITT -
