SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 31)
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 9. SOURCE AND AMOUNT OF FUNDS.
ITEM 10. ADDITIONAL INFORMATION.
On October 7, 1997, Parent received a letter (the "J.P.
Morgan Letter") from J.P. Morgan Securities Inc. ("J.P.
Morgan") indicating that based upon its knowledge and
experience in the loan syndication market, J.P. Morgan is
"highly confident the aggregate amount of the proposed
syndication financing" for the acquisiton of the Shares in the
Offer "can be raised by Parent." The full text of the J.P.
Morgan Letter is filed herewith as Exhibit (g)(29) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(29) J.P. Morgan Letter.<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 8, 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 8, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-3-<PAGE>
EXHIBIT INDEX
Exhibit Description
(g)(29) J.P. Morgan Letter.
Exhibit (g)(29)
[Letterhead of
J.P. Morgan Securities Inc.]
[J.P. Morgan Securities Inc. Letterhead]
October 7, 1997
Mr. Scott A. LaPorta
Senior Vice President and Treasurer
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, California 90210
Dear Scott:
We understand that Hilton Hotels Corporation (the "Borrower")
intends to acquire the stock (the "Transaction") of ITT Corpo-
ration (the "Target") for $70 a share, one-half cash, one-half
stock. Financing for the acquisition of such stock, estimated
to be $4.1 billion, would be effected by a syndicated loan fi-
nancing. You have requested J.P. Morgan Securities Inc.
("JPMSI") to arrange financing for the Borrower in connection
with the Transaction.
In response to your request in connection with the Transaction,
based upon our knowledge and experience in the loan syndication
market and subject to the assumptions set forth below, please
be advised that we are highly confident the aggregate amount of
the proposed syndicated financing can be raised by the Bor-
rower.
Our view is based on and subject to, among other factors, (i)
our consideration of the information the Borrower has supplied
to us to date (without any independent investigation); (ii) the
absence of adverse changes in the relevant markets or in the
regulatory environment that in our judgment is likely to mate-
rially and adversely affect the syndication of the proposed
financing; it being understood that there can be no assurance
that such markets or regulatory environment will not so change
in the future; (iii) our present understanding of the terms
upon which the Borrower intends to effect the Transaction; (iv)
representations by the Borrower to us of its willingness to
cooperate with us in structuring an appropriate credit facil-
ity; (v) the absence of any domestic or international event,
act or occurrence which has materially disrupted or may in the
future materially disrupt the relevant markets; it being under-
stood that there can be no assurance that any such disruption
will not occur in the future; (vi) our current understanding of<PAGE>
[Letterhead of
J.P. MORGAN]
the proposed capital structure and the investment grade credit
standing of the Borrower after giving effect to the financing
referred to herein; (vii) the absence of adverse changes in the
financial condition, business, assets, results of operations,
or prospects of the Borrower or the Target and (viii) any nec-
essary actions by or restrictions of federal, state, or other
governmental agencies or regulatory authorities in connection
with the Transaction.
The Borrower by signing below agrees to indemnify and defend
JPMSI, its affiliates and their respective directors, officers,
agents and employees from, and hold each of them harmless
against, any and all losses, liabilities, claims, damages or
expenses of any kind, including without limitation the reason-
able fees and disbursements of counsel, incurred by any of them
arising out of or by reason of any investigation, litigation or
other proceeding brought or threatened relating to or arising
out of this letter or any loan made or proposed to be made to
the Borrower and in connection with the matters referred to in
this letter (including, but without limitation, any use made or
proposed to be made by the Borrower or any of its affiliates or
the proceeds of such loans, but excluding any such losses, li-
abilities, claims, damage or expenses incurred by reason of the
gross negligence or willful misconduct of the indemnitee as
determined by a court of competent jurisdiction).
Please be advised that this letter is not a commitment to ob-
tain financing for the Transaction and creates no obligation on
our part in connection therewith.
This letter is intended solely for the use of the Borrower and
not any other person and may not be used or relied upon by, or
disclosed, other than in the proxy statement and the tender
offer statement for such Transaction, referred to or com-
municated by you (in whole or in part) to any third party for
any purpose whatsoever (except to your professional advisors,
the Target and its professional advisors for their purposes in
evaluating the Borrower's bid and as may otherwise be required
by law in the opinion of your counsel) except with our prior
written permission; provided that no use whatsoever of this
letter is permitted unless it shall have theretofore been ac-
cepted by you by signing below not later than October 9, 1997.<PAGE>
[Letterhead of
J.P. MORGAN]
Sincerely,
J.P. MORGAN SECURITIES INC.
By: /s/ David R. Nass, Jr.
Name: David R. Nass, Jr.
Title: Vice President
Accepted October 7, 1997
HILTON HOTELS CORPORATION
By: /s/ Scott A. LaPorta
Name: Scott A. LaPorta
Title: Senior Vice President
and Treasurer
