SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 37)
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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY
On November 4, 1997, Parent and the Company entered into a
Confidentiality Agreement. On that same date, discussions were
commenced between representatives of Parent and the Company.
There can be no assurance that such discussions will result in
any agreement between Parent and the Company.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(37) Definitive Additional Proxy Materials.<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 4, 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 4, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-3-<PAGE>
EXHIBIT INDEX
Exhibit Description
(g)(37) Definitive Additional Proxy Materials.<PAGE>
Exhibit (g)(37)
TO ALL ITT CORPORATION SHAREHOLDERS:
THE HILTON $80 OFFER
MORE CERTAINTY MORE VALUE LESS RISK
Hilton's $80 offer provides ITT shareholders with MORE CERTAINTY, MORE
VALUE, AND A LOT LESS RISK than Starwood Lodging Trust's proposal for
your shares:
MORE CERTAINTY:
- $80 in cash for 55% of ITT's outstanding shares paid
within ten days of ITT's November 12th annual meeting.
MORE CASH UP FRONT, AND SOON.
- Two shares of Hilton stock plus two contingent value
preferred shares (CVPs) for every ITT share, that effectively
GUARANTEES $80 for the other 45%.
- A Board committed to closing the ITT transaction QUICKLY.
MORE VALUE:
- AN EXPERIENCED MANAGEMENT TEAM IN LODGING AND GAMING.
- The ability to deliver SIGNIFICANT COST SAVINGS and synergies
to the business at least $115 million per year.
- SIGNIFICANT GROWTH POTENTIAL
IN A SOLID STOCK ownership in a combined Hilton ITT, the
world's premier lodging and gaming company.
WITH A LOT LESS RISK:
With STARWOOD, you'll have the RISK of:
- SIGNIFICANT DELAYS AND UNCERTAINTY in closing, in fact, ITT
may choose to NEVER close.
Starwood's thinly traded, highly volatile stock experiencing
- DOWNSIDE VOLATILITY prior to closing.
- HIGHLY SPECULATIVE $100 million in projected
cost savings.
- VIRTUALLY NO GAMING OPERATIONS AND MINIMAL CORPORATE STAFF.
- CONGRESSIONAL AND IRS CONCERNS about the paired-share REIT
structure.
VOTE YOUR WHITE PROXY CARD TODAY
Elect Hilton's Nominees On November 12th To Receive
The Superior Benefits, Certainty And Value Of Hilton's $80
Offer
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:
[MACKENZIE LOGO]
156 Fifth Avenue, New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
[HILTON LOGO]
