SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 35)
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 $70 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.
The Purchaser has extended the Offer to Purchase until
12:00 midnight, New York City time, on Friday, October 31,
1997. The full text of a press release, dated October 24,
1997, issued by Parent with respect to the extension of the
Offer to Purchase is filed herewith as Exhibit (a)(33) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(33) Press Release, dated October 24, 1997, issued by
Parent.<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: October 24, 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: October 24, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-3-<PAGE>
EXHIBIT INDEX
Exhibit Description
(a)(33) Press Release, dated October 24, 1997, issued by
Parent.
Exhibit (a)(33)
[Hilton Hotels Corporation Logo]
CORPORATE NEWS
Contact: Marc Grossman
Sr. Vice President - Corporate Affairs
310-205-4030
Kathy Shepard
Vice President - Corporate Communications
310-205-7676
HILTON EXTENDS TENDER OFFER FOR ITT STOCK
BEVERLY HILLS, Calif., October 24, 1997 -- Hilton Hotels
Corporation (NYSE:HLT) today extended its cash tender offer for
50.1 percent of the shares of ITT at $70 per share. The offer,
which had an expiration date of October 24, 1997, is now scheduled
to expire at 12 midnight, New York City time, on Friday, October
31, 1997, unless again extended. To date, approximately 4.1
million ITT shares have been tendered.
Hilton's offer of $70 per share represents a premium of 64
percent over the closing price for ITT's stock on January 27, the
day Hilton announced its bid to acquire ITT. Following completion
of the tender offer, Hilton intends to consummate a merger in
which all remaining ITT shares would be exchanged for Hilton stock
at $70 per ITT share, subject to the recently disclosed collar
provisions. ITT has approximately 122.7 million shares on a fully
diluted basis, giving the transaction a total net equity value of
approximately $8.3 billion.
The complete terms and conditions of the tender offer are set
forth in the offering documents filed August 7, 1997 with the
Securities and Exchange Commission. Donaldson, Lufkin & Jenrette
Securities Corporation is acting as Dealer Manager for the offer
and MacKenzie Partners, Inc., is acting as Information Agent.
# # #
WORLD HEADQUARTERS
9336 Civic Center Drive, Beverly Hills, California 90210
Telephone 310-205-4545
Reservations 1-800-HILTONS
