SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 39)
Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
_______________________
ITT CORPORATION
(Name of Subject Company)
HILTON HOTELS CORPORATION
HLT CORPORATION
(Bidders)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
450912100
(CUSIP Number of Class of Securities)
MATTHEW J. HART
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
HILTON HOTELS CORPORATION
9336 CIVIC CENTER DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(310) 278-4321
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidders)
WITH A COPY TO:
STEVEN A. ROSENBLUM
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 403-1000<PAGE>
This Statement amends and supplements the Tender Of-
fer Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission on January 31, 1997, as previously amended
(the "Schedule 14D-1"), relating to the offer by HLT Corpora-
tion, a Delaware corporation (the "Purchaser") and a wholly
owned subsidiary of Hilton Hotels Corporation, a Delaware cor-
poration ("Parent"), to purchase (i) 65,000,000 shares of Com-
mon Stock, no par value (the "Common Stock") of ITT Corpora-
tion, a Nevada corporation (the "Company"), and (ii) unless and
until validly redeemed by the Board of Directors of the Com-
pany, the Series A Participating Cumulative Preferred Stock
Purchase Rights (the "Rights") associated therewith, upon the
terms and subject to the conditions set forth in the Offer to
Purchase, dated January 31, 1997 (the "Offer to Purchase"), and
in the related Letter of Transmittal, at a purchase price of
$80 per share (and associated Right), net to the tendering
stockholder in cash, without interest thereon. Capitalized
terms used and not defined herein shall have the meanings as-
signed such terms in the Offer to Purchase and the Schedule
14D-1.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY
On November 6, 1997, Mr. Bollenbach sent a letter to
the Board of Directors of the Company. The full text of Mr.
Bollenbach's letter is filed herewith as Exhibit (g)(39) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(41) Summary Advertisement as published on November 6,
1997.
(g)(39) Text of Letter dated November 6, 1997 from Stephen
F. Bollenbach to the Board of Directors of the Com-
pany.<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and be-
lief, I certify that the information set forth in this state-
ment is true, complete and correct.
Dated: November 6, 1997
HILTON HOTELS CORPORATION
By: /s/ Matthew J. Hart
Name: Matthew J. Hart
Title: Executive Vice President
and Chief Financial Officer
-2-<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and be-
lief, I certify that the information set forth in this state-
ment is true, complete and correct.
Dated: November 6, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-3-<PAGE>
EXHIBIT INDEX
Exhibit Description
(a)(41) Summary Advertisement as published on November 6,
1997.
(g)(39) Text of Letter dated November 6, 1997 from Stephen
F. Bollenbach to the Board of Directors of the Com-
pany.
Exhibit (a)(41)
To All ITT Corporation Shareholders:
MORE CASH MORE VALUE LESS RISK
READ WHAT THE EXPERTS ARE SAYING ABOUT THE HILTON $80 OFFER...
"We believe that [Hilton's] enriched cash portion and contingent
preferred shares will provide more certainty of future value."
First Call On-Call: OPPENHEIMER & COMPANY, INC., David
Wolfe and Bailey Dalton, November 4, 1997.
"(1) The Hilton bid is 55% cash, the Starwood bid is just 15%
cash, (2) the Hilton bid's contingent value preferred shares
provide downside protection to ITT holders taking Hilton stock,
whereas the Starwood offer has no such provision, (3) THE HILTON
BID HAS LESS INHERENT DEAL RISK, as the Starwood bid is still
subject to completion by ITT's board, (4) Hilton is likely to
realize substantially GREATER SYNERGIES than Starwood given its
significant existing gaming and lodging businesses, and (5)
Hilton's bid will face FEWER REGULATORY HURDLES given its pre-
existing gaming licenses and since it has no risk of Congressional
action on the paired share REIT issue."
First Call On-Call: LEHMAN BROTHERS, Joyce Minor,
November 4, 1997.
"I think its (Hilton's) bid is a full bid, A MORE ATTRACTIVE BID
than Starwood's. There is a BETTER STRATEGIC FIT and more
financial savings."
McDONALD & CO., Dennis I. Forst "Hilton Raises Bid To
Buy ITT Corp." Washington Post, November 4, 1997.
"ITT SHAREHOLDERS GET MORE CERTAINTY WITH HLT BID VS. HOT'S...
Particularly given the recent volatility in the stock market, we
think ITT shareholders will find HLT's offer more appealing than
Starwood's."
First Call On-Call: PRUDENTIAL SECURITIES, Joseph V.
Coccimiglio and Paul E. Patrick, November 3, 1997.
"[The Starwood proposal] is unlike any previous by a REIT and has
the potential to raise issues that may jeopardize Starwood's
special status....Starwood has the potential to face legislative,
legal, and administrative threats to its status by pursuing this
merger... The 1984 Deficit Reduction Act demonstrates Congress is
fully aware of the potential abuse of paired share REITs and also
demonstrates it is willing to act to curb this abuse.... [W]E
FORMALLY RECOMMEND ITT SHAREHOLDERS VOTE THEIR PROXIES TO HILTON
BASED ON PRESENT INFORMATION.... WE BELIEVE HILTON'S REVISED
OFFER IS STRONGER THAN STARWOOD'S PROPOSAL IN THE TOTAL
CONSIDERATION RECEIVED BASED UPON A RISK ADJUSTED COMPARISON."
First Call On-Call: SALOMON BROTHERS INC., W.
Bruce Turner, November 4, 1997.
"Cash is always far superior. That (Starwood) stock could fall
precipitously over the next couple of months."
ROFFMAN MILLER ASSOCIATES, Marvin Roffman "Hilton boosts
offer for ITT to counter Starwood deal,"
Associated Press. November 3, 1997.
VOTE THE WHITE PROXY CARD TODAY
ELECT HILTON'S NOMINEES ON NOVEMBER 12TH TO RECEIVE THE
SUPERIOR BENEFITS, CERTAINTY AND VALUE OF HILTON'S $80 OFFER
IMPORTANT
DO NOT DELAY! Vote the WHITE proxy card as soon as you receive
it. REMEMBER -- Tuesday the 11th of November is a U.S. post
office holiday with no regularly scheduled mail deliveries. TO BE
SURE YOUR PROXY IS RECEIVED IN TIME PLEASE USE EXPRESS MAIL,
FEDEX, OR UPS NEXT DAY MAIL. If you have any questions or need
assistance in completing the WHITE proxy card, please contact:
[LOGO OF MACKENZIE 156 Fifth Avenue, New York, New York 10010
PARTNERS, INC.] (212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
[LOGO OF HILTON HOTELS CORPORATION]
Permission to use these quotations was neither sought nor obtained
(emphasis added).
Exhibit (g)(39)
[Letterhead of Hilton Hotels Corporation]
November 6, 1997
Board of Directors
ITT Corporation
1330 Avenue of the Americas
New York, NY 10019
Dear Members of the Board:
This letter responds to ITT's announcement this morning stating
that, if ITT shareholders reelect the incumbent directors, the
"auction" for ITT will continue beyond the November 12 annual
meeting. This is simply not true.
You should understand that Hilton will not participate in any
auction or sales process with the current ITT board after the
annual meeting. If Hilton and ITT do not enter into a merger
agreement before the annual meeting, and the incumbent
directors are reelected, Hilton will withdraw its offer for
ITT.
The time for an agreement to combine our two companies is long
overdue. For nine months now, we have repeatedly asked to
negotiate with you so that we could provide these benefits more
quickly to our respective shareholders. You have repeatedly
refused. Instead, you have made every effort to defeat
Hilton's offer. While you announced two days ago that you are
now ready to comply with your fiduciary duties to talk to us,
it has become clear that you have not put us on a level playing
field with Starwood.
If you are unwilling to enter into a merger agreement with us
before the annual meeting, we will ask ITT's shareholders to
support our offer directly by electing Hilton's nominees. When
the Hilton nominees are elected, they will facilitate the
prompt completion of Hilton's offer. This will be subject, of
course, to their fiduciary duties to consider fully and fairly
any new bid that may be made after their election, and to
accept such a bid if it is superior to Hilton's offer.
However, if the ITT shareholders determine not to support the
Hilton offer and, instead, reelect the incumbent ITT board,<PAGE>
Board of Directors
ITT Corporation
November 6, 1997
Page 2
Hilton will accept the shareholders' decision and we will
withdraw our offer. Let me repeat: under no circumstances
will Hilton continue to participate in any auction or sales
process with the current incumbent directors after the annual
meeting.
I continue to believe that the interests of our respective
shareholders would be served by reaching a prompt agreement, so
that we may proceed quickly with the process of putting our two
companies together. Given your apparent unwillingness to work
with us on that basis, however, I will look forward to the
decision of the ITT shareholders on November 12.
Sincerely,
/s/ Stephen F. Bollenbach
Stephen F. Bollenbach
SFB:md
