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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 23, 1998
ITT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 1-13960 88-0340591
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
organization)
1330 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-5490
(Address of principal executive offices) (Zip Code)
(212) 258-1000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address,
if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On February 23, 1998, Starwood Hotels & Resorts (formerly Starwood
Hotels & Resorts Trust or Starwood Lodging Trust), a Maryland real estate
investment trust (the "Trust"), and Starwood Hotels & Resorts Worldwide, Inc.
(formerly Starwood Lodging Corporation), a Maryland corporation (the
"Corporation" and, together with the Trust, "Starwood Hotels"), completed the
acquisition of ITT Corporation, a Nevada corporation ("ITT"), in accordance
with the Amended and Restated Agreement and Plan of Merger dated as of November
12, 1997 (the "Merger Agreement") among the Corporation, Chess Acquisition
Corp., a Nevada corporation and a subsidiary of the Corporation ("Merger Sub"),
the Trust and ITT.
Pursuant to the terms of the Merger Agreement, Merger Sub was merged
with and into ITT (the "Merger"), whereupon the separate corporate existence of
Merger Sub ceased and ITT continued as the surviving corporation. As a result
of the Merger, ITT was owned jointly by the Trust and the Corporation.
Immediately after the effective time of the Merger, the Corporation purchased
all the common stock, no par value, of ITT ("ITT Common Stock") owned by the
Trust for a combination of cash and notes. After such purchase, ITT became a
wholly owned subsidiary of the Corporation.
Under the terms of the Merger Agreement, each outstanding share of ITT
Common Stock, together with the associated right to purchase shares of Series A
Participating Cumulative Preferred Stock of ITT (the "Rights" and, together
with the ITT Common Stock, "ITT Shares"), other than those that were converted
into cash pursuant to a cash election by the holder (and other than ITT Shares
owned directly or indirectly by ITT or Starwood Hotels, which shares were
cancelled), was converted into 1.543 "Paired Shares" of Starwood Hotels, each
such Paired Share consisting of one share of common stock, par value $.01 per
share, of the Corporation and one share of beneficial interest, par value $.01
per share, of the Trust. Pursuant to cash election procedures, 35,195,664 ITT
Shares, representing approximately 30% of the outstanding ITT Shares, were
converted into $85 in cash per share. In addition, each ITT Share was converted
into additional cash consideration in the amount of $.37493151, which amount
represents the interest that would have accrued (without compounding) on $85 at
an annual rate of 7% during the period from and including January 31, 1998 to
but excluding the date of the closing (February 23, 1998). The aggregate value
of the acquisition of ITT in cash, Paired Shares and assumed debt was
approximately $14.6 billion.
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Starwood Hotels borrowed the cash portion of the consideration under a
$3.1 billion credit facility co-administered by Bankers Trust Company and The
Chase Manhattan Bank and co-syndicated by Lehman Commercial Paper Inc. and Bank
of Montreal and a $2.5 billion senior secured increasing rate note facility
arranged by Lehman Commercial Paper Inc., co-syndicated by BT Alex. Brown
Incorporated and Chase Securities, Inc. and for which NationsBank, N.A. serves
as documentation agent.
The other information required by this item has been previously
reported by ITT and is included or incorporated by reference in the Joint Proxy
Statement dated January 14, 1998 of ITT and Starwood Hotels relating to the
Special Meeting of Stockholders of ITT held on February 12, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statements of Businesses Acquired. Not
applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
2.1 Amended and Restated Agreement and Plan of Merger
dated as of November 12, 1997 among Starwood
Hotels & Resorts Worldwide, Inc., Chess
Acquisition Corp., Starwood Hotels & Resorts and
ITT Corporation (incorporated by reference to
Exhibit 2.1 to ITT's Current Report on Form 8-K
dated November 12, 1997).
99.1 Credit Agreement dated as of February 23, 1998
(the "Credit Agreement") among Starwood Hotels &
Resorts, SLT Realty Limited Partnership, Starwood
Hotels & Resorts Worldwide, Inc., Chess
Acquisition Corp. (and ITT Corporation as its
successor by merger), certain additional
borrowers, various lenders, Bankers Trust Company
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and The Chase Manhattan Bank, as Administrative Agents,
and Lehman Commercial Paper Inc. and Bank of Montreal,
as Syndication Agents (incorporated by reference to
Exhibit 10.1 to Starwood Hotels' (Commission File Nos.
1-6828 and 1-7959) Joint Current Report on Form 8-K
dated February 23, 1998 (the "Starwood Hotels 8-K")).
99.2 First Amendment dated as of March 3, 1998 among
Starwood Hotels & Resorts, SLT Realty Limited
Partnership, Starwood Hotels & Resorts Worldwide,
Inc., ITT Corporation, the lenders party to the
Credit Agreement, Bankers Trust Company and The
Chase Manhattan Bank, as Administrative Agents,
and Lehman Commercial Paper Inc. and Bank of
Montreal, as Syndication Agents, and the new
lenders (incorporated by reference to Exhibit 10.2
to the Starwood Hotels 8-K).
99.3 Senior Secured Increasing Rate Note Agreement dated as
of February 23, 1998 by and among Starwood Hotels &
Resorts Worldwide, Inc., Starwood Hotels & Resorts, the
Guarantors named therein and the Lenders named therein
(incorporated by reference to Exhibit 10.3 to the
Starwood Hotels 8-K).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ITT CORPORATION
DATE: March 10, 1998 By: /s/ Alan M. Schnaid
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Name: Alan M. Schnaid
Title: Vice President,
Controller and
Assistant Secretary
