SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 40)
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 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(42) Summary Advertisement as published on November 7,
1997.<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 7, 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 7, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-3-<PAGE>
EXHIBIT INDEX
Exhibit Description
(a)(42) Summary Advertisement as published on November 7,
1997.
EXHIBIT (a)(42)
TO ALL ITT CORPORATION SHAREHOLDERS:
TRUSTING ITT IS A GAMBLE
THERE THEY GO AGAIN. After nine months of doing everything
possible to avoid even speaking with Hilton, ITT's directors are
now asking you to re-elect them so that they can "auction" the
company.
DON'T BELIEVE THEM
REMEMBER: In Spring of 1997, ITT delayed its annual meeting,
arguing to a federal court that the delay was necessary to enable
shareholders to make a "better informed" decision.
BUT in July 1997, ITT sought to circumvent its shareholders
altogether, by cramming down its "comprehensive plan" before the
shareholders could have a chance to vote.
- Only Hilton's efforts in court stopped them.
DON'T TRUST THEM
- Here's what the United States District Court concluded about
ITT's attempts to evade Hilton and the ITT shareholders by
implementing the comprehensive plan without shareholder
approval: "It has as its primary purpose the entrenchment of
the incumbent ITT Board."1
- ITT concocted its risky, disguised recap transaction with
Starwood, including over $250 million of "break up fees,"
without even speaking with Hilton.
DON'T RE-ELECT THEM
- ITT described its efforts to evade Hilton as a "war" and told
the press "we have no intention of losing this war."2
- In fact Rand Araskog even wrote, in his book The ITT Wars,
"[I]n the fight for survival, we flirted a bit ourselves,
buying that most precious of commodities, time."3
- Here's what ITT had to say just a few weeks ago about
negotiating with Hilton: "It'll be a cold day in hell"
before ITT Chairman Rand Araskog would meet with Hilton's
President and CEO Steve Bollenbach.4
THERE IS NO AUCTION AFTER NOVEMBER 12TH
IF HILTON'S NOMINEES ARE NOT ELECTED, HILTON'S $80 OFFER IS
GONE.
VOTE THE WHITE PROXY CARD TODAY
Elect Hilton's Nominees On November 12th For A Board
That Is Truly Committed To Selling ITT
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 156 Fifth Avenue, New York, New York 10010
MACKENZIE (212) 929-5500 (call collect)
PARTNERS, INC.] or
CALL TOLL-FREE (800) 322-2885
[LOGO OF
HILTON
HOTELS CORPORATION]
1Hilton Hotels Corporation and HLT Corporation vs. ITT
Corporation, United States District Court, District of Nevada
LEXIS 15707, p.28 (October 2, 1997, PMP).
2Charles Pretzlik, "ITT chief's 'parachute' in bid war," The
Daily Telegraph, London. October 16, 1997.
3Rand Araskog, The ITT Wars. Henry Holt and Company: New York,
1989. p.10
4Gary Thompson, "ITT scrambles in wake of ruling," Las Vegas
Sun. October 1, 1997.
Permission to use these quotations was neither sought nor
obtained.
