SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 9)
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.
In an order filed March 13, 1997, the Nevada court denied a
motion (the "Discharge Motion") filed by the Company that sought to
require Parent to discharge the law firm of Latham & Watkins. A copy
of the Nevada court's order, dated March 12, 1997, denying the
Discharge Motion is filed herewith as Exhibit (g)(14) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(14) Order of the Nevada court, dated March 12, 1997,
denying the Discharge Motion.<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: March 17, 1997
HILTON HOTELS CORPORATION
By: /s/ Matthew J. Hart
Name: Matthew J. Hart
Title: Executive Vice President
and Chief Financial Officer
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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: March 17, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
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EXHIBIT INDEX
Exhibit Description
(g)(14) Order of the Nevada court, dated March 12, 1997,
denying the Discharge Motion.
Exhibit (g)(14)
UNITED STATES DISTRICT COURT
DISTRICT OF NEVADA
* * *
HILTON HOTELS CORPORATION and )
HLT CORPORATION, )
)
Plaintiffs, ) CV-S-97-095-PMP (RLH)
)
v. )
) O R D E R
ITT CORPORATION, ) _________
)
Defendant. )
________________________________)
Before the Court for consideration is Defendant/
Counterclaimant ITT's Motion for a Permanent (or a Preliminary)
Injunction Requiring Hilton to Discharge Latham & Watkins as
Counsel (#13B) filed February 13, 1997. ITT supplemented its
Motion (#15) on February 14, 1997.
On February 28, 1997, the law firm of Latham &
Watkins filed an Application for Special Appearance in Connec-
tion with Latham & Watkins' Response to ITT's Motion Requiring
Hilton to Discharge Latham & Watkins as Counsel (#39). Also
filed on that date was Latham & Watkins' Request for Judicial
Notice of Public Securities Filings in Connection with Latham &
Watkins' Response Requiring Hilton to Discharge Latham &
Watkins as Counsel (#40), Latham & Watkins' Response to ITT's<PAGE>
Motion Requiring Hilton to Discharge Latham & Watkins as Coun-
sel (#41), Latham and Watkins' Objections to, and Motion to
Strike, the Affidavit of Theodore J. Fischkin (#42), the Decla-
ration of Joseph J. Wheeler (#43), and a Courtesy Copy of Bar
Opinions and Out of State Rules of Professional Conduct (#44).
Additionally, Plaintiffs Hilton Hotels Corporation and HLT Cor-
poration filed a Memorandum in Opposition to ITT's Motion for a
Permanent (or a Preliminary) Injunction Requiring Hilton to
Discharge Latham & Watkins as Counsel (#47) on February 28,
1997.
On March 11, 1997, Defendant/Counterclaimant ITT Cor-
poration filed a Reply Memorandum in Support of its Motion for
a Permanent or a Preliminary Injunction Requiring Hilton Corpo-
ration to Discharge Latham & Watkins as Counsel (under seal),
an Opposition to Latham & Watkins' Objections to and Motion to
Strike the Affidavit of Theodore J. Fischkin (#53), and an
Opposition to Latham & Watkins' Application for Special Appear-
ance (#54).*
Latham & Watkins has not entered an appearance as
counsel of record on behalf of Hilton in these proceedings.
Having read and considered the Motions and Affidavits submitted
______________________
* The Reply Memorandum of ITT Corporation was submitted to
the Clerk of Court under seal. However, additional copies of
ITT's Reply were submitted to the Clerk's Office in an unsealed
condition and were routinely, albeit mistakenly, placed in the
Clerk's Office "lodge box" for public examination. The Court
is uncertain whether ITT's Reply Memorandum was viewed by any
member of the public, and all copies of ITT's Reply have now
been sealed by the Court.
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above, the Court finds that ITT has failed to present evidence
of an ethical violation by Latham & Watkins or a basis for en-
joining Hilton from utilizing the services of Latham & Watkins
in connection with the instant litigation. Under the circum-
stances, ITT's Motion for Preliminary or Permanent Injunctive
relief must be denied.
IT IS THEREFORE ORDERED that ITT's Motion for a Per-
manent (or a Preliminary) Injunction Requiring Hilton to Dis-
charge Latham & Watkins as Counsel (#13B and #15) is denied.
IT IS FURTHER ORDERED that Application for Special
Appearance in Connection with Latham & Watkins' Response to
ITT's Motion Requiring Hilton to Discharge Latham & Watkins as
Counsel (#39) is granted.
IT IS FURTHER ORDERED that Latham & Watkins' Request
for Judicial Notice of Public Securities Filings in Connection
with Latham & Watkins' Response Requiring Hilton to Discharge
Latham & Watkins as Counsel (#40) is granted.
IT IS FURTHER ORDERED that Latham & Watkins' Objec-
tions to, and Motion to Strike, the Affidavit of Theodore J.
Fischkin (#42) is denied.
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IT IS FURTHER ORDERED that Defendant/Counterclaimant
ITT's Reply Memorandum shall be retained by the Clerk of Court
in a sealed condition.
DATED: March 12, 1997
/s/ Philip M. Pro
PHILIP M. PRO
United States District Judge
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