SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 16)
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) 61,145,475 shares of Com-
mon Stock, no par value (the "Common Stock"), of ITT Corpora-
tion, a Nevada corporation (the "Company"), or such greater
number of shares of Common Stock which, when added to the num-
ber of shares of Common Stock owned by the Purchaser and its
affiliates, constitutes a majority of the total number of
shares of Common Stock outstanding on a fully diluted basis as
of the expiration of the Offer, and (ii) unless and until val-
idly redeemed by the Board of Directors of the Company, 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 $55 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 assigned such terms
in the Offer to Purchase and the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
On June 2, 1997, Stephen F. Bollenbach, President and
Chief Executive Officer of Parent, 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)(18) and is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(18) Letter, dated June 2, 1997, from Stephen F. Bol-
lenbach to the Board of Directors of the Company.<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: June 2, 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: June 2, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-3-<PAGE>
EXHIBIT INDEX
Exhibit Description
(g)(18) Letter, dated June 2, 1997, from Stephen F. Bol-
lenbach to the Board of Directors of the Company.
EXHIBIT (G)(18)
[Letterhead of Hilton Hotels Corporation]
June 2, 1997
Board of Directors
ITT Corporation
1330 Avenue of the Americas
New York, New York 10019-5490
Dear Members of the Board:
While ITT has failed to disclose any of the details of its proposed
sale of five hotels to Felcor, some disturbing aspects of that
proposed transaction have recently come to light. In particular, we
now understand that ITT proposes to include a penalty provision in
the transaction, under which Felcor would be able to terminate ITT's
right to manage these five hotels in the event of a change of
control of ITT.
As I am sure you appreciate, in a sale transaction of the type
proposed with Felcor, the seller receives two forms of
consideration: cash up front, and a management/franchise contract
under which the seller receives payments in the future. Both forms
of consideration are important assets to ITT and its shareholders.
The change of control penalty provision proposed in the Felcor
transaction means that ITT and its shareholders would lose part of
the consideration from the sale, and receive nothing in return, in
the event of a change of control of ITT.
We view these change of control provisions as irresponsible and
unnecessary. In this regard, Hilton is willing to purchase the five
hotels at the same price that Felcor proposes to pay, with a
contract providing that the hotels would be managed by ITT Sheraton
on the same economic terms as under the proposed contract with
Felcor, but without any change of control penalty provisions. This
is clearly more advantageous to ITT shareholders.
More generally, we are also disturbed that ITT, after following our
advice with respect to shedding noncore assets, now appears to be
pursuing a path of shedding core assets with a view to keeping
Hilton's offer from ITT shareholders. Please be advised that if ITT
is looking to dispose of any more of its core assets, Hilton is a
ready, willing and able buyer.
We remain hopeful that, in the interests of your shareholders, you
will agree to talk to us about the compelling benefits of combining
our companies. Until that time, we trust that you will not take
value away from your shareholders by entering into transactions
designed to drive us away.
Sincerely,
/s/ Stephen F. Bollenbach
Stephen F. Bollenbach
