SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 17)
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 9, 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)(19) and is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(19) Letter, dated June 9, 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 9, 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 9, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-3-<PAGE>
EXHIBIT INDEX
Exhibit Description
(g)(19) Letter, dated June 9, 1997, from Stephen F. Bol-
lenbach to the Board of Directors of the Company.
EXHIBIT (G)(19)
[Letterhead of Hilton Hotels Corporation]
June 9, 1997
Board of Directors
ITT Corporation
1330 Avenue of the Americas
New York, New York 10019-5490
Dear Members of the Board:
Following my letter of last week, I was astonished to learn
from news reports that ITT is not only placing change of
control penalty provisions into its management contracts with
FelCor, but has already placed these shark repellent provisions
into numerous other management contracts signed since
announcement of Hilton's offer for ITT. Even more troubling
were reports that ITT is seeking to sell many of its premier
hotel properties on similar terms.
As I stated in my previous letter, Hilton is a ready, willing
and able buyer for ITT's core assets. So that there can be no
mistake, let me now be even more clear: I am confident that
the price Hilton can offer for ITT's core assets is higher than
any bona fide price that ITT can obtain from any other
qualified purchaser. And, as you know, Hilton will not ask for
any change of control penalty provisions.
ITT's interest in selling core assets also raises the more
fundamental question of why ITT continues to refuse to talk to
us. The benefits of combining our two companies remains
compelling. We are more committed than ever to making this
combination a reality. If ITT's efforts to drive us off
destroy shareholder value, this will only force us to pay less
for the ITT shares.
Before we reach that point, I truly believe that, in the
interests of both companies' shareholders, the time has come
for us to sit down as fiduciaries and conclude a transaction
that will benefit both companies. I hope that, on reflection,
you will agree.
Sincerely,
/s/ Stephen F. Bollenbach
Stephen F. Bollenbach
