SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 8)
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 March 6, 1997, the Nevada court denied a motion (the
"January 27, 1997 Motion") filed by Parent and the Purchaser
for a preliminary injunction enjoining the Company from (a)
increasing the size of the Board, or in the alternative, re-
quiring the Company to give Parent and the Purchaser the op-
portunity to supplement their written notice of intention to
nominate individuals for election as directors in the event
that the Company does increase the size of the Board, or (b)
amending the Company's bylaws to impede in any way the effec-
tive exercise of the stockholder franchise in connection with
the election of directors at the Annual Meeting. A copy of the
Nevada court's order, dated March 6, 1997, denying the January
27, 1997 Motion is filed herewith as Exhibit (g)(13) and is
incorporated herein by reference. The full text of a press
release, dated March 6, 1997 issued by Parent with respect to
the Nevada court's order, dated March 6, 1997, denying the
January 27, 1997 Motion is filed herewith as Exhibit (a)(13)
and is incorporated herein by reference.<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(13) Press Release, dated March 6, 1997, issued by Par-
ent.
(g)(13) Order of the Nevada court, dated March 6, 1997,
denying the January 27, 1997 Motion.
-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: March 7, 1997
HILTON HOTELS CORPORATION
By: /s/ Matthew J. Hart
Name: Matthew J. Hart
Title: Executive Vice President
and Chief Financial Officer
-3-<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: March 7, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-4-<PAGE>
EXHIBIT INDEX
Exhibit Description
(a)(13) Press Release, dated March 6, 1997, issued by Par-
ent.
(g)(13) Order of the Nevada court, dated March 6, 1997,
denying the January 27, 1997 Motion.<PAGE>
<PAGE>
[HILTON LOGO]
CORPORATE NEWS
Contact: Marc A. Grossman
Sr. Vice President -
Corporate Affairs
310-205-4030
Kathy Shepard
Corporate Communications
310-205-7676
Joele Frank
Abernathy MacGregor
212-371-5999
RULING MADE ON MOTION REGARDING HILTON'S BID
FOR ITT CORPORATION
Beverly Hills, Calif., March 6, 1997 -- Hilton Hotels
Corporation said today that the Nevada Federal Court denied
Hilton's motion for a preliminary injunction against ITT
Corporation increasing the size of its board or amending its
by-laws to impede the election of directors at its 1997 annual
meeting. Hilton noted, however, that ITT has represented to
the Court that ITT does not intend to increase the size of its
board. Hilton also said that, while ITT has not attempted to-
date to amend its by-laws in a manner that would impede the
election, were ITT to do so, Hilton would seek to invalidate
any such amendment. The Court's ruling does not prevent Hilton
from applying for an injunction or other relief in the event
ITT takes such action in the future.
Hilton said: "We have always believed that shareholders
have the right to determine the course of their company in a
fair and orderly election process, free from manipulation. We
will be monitoring the process very closely and will take
appropriate action when and if developments warrant. In the
meantime, we will continue our efforts to make a Hilton-ITT
combination a reality....a combination that will bring enormous
benefits to the shareholders of both our companies."
# # #
UNITED STATES DISTRICT COURT
DISTRICT OF NEVADA
* * *
HILTON HOTELS CORPORATION and )
HLT CORPORATION, )
) CV-S-97-095-PMP (RLH)
Plaintiffs, )
)
v. )
)
ITT CORPORATION, ) O R D E R
)
Defendant. )
________________________________)
Before the Court for consideration is the Motion of Plain-
tiffs Hilton Hotels Corporation and HLT Corporation (col-
lectively referred to as "Hilton") for a Preliminary Injunction
(#3) by which Hilton seek to enjoin Defendant ITT Corporation
from increasing the size of its Board of Directors, or, in the
alternative, requiring ITT to give Hilton the opportunity to
supplement their written notice of intention to nominate indi-
viduals for election as ITT Directors in the event ITT does
increase the size of its Board; or amending the ITT By-laws to
impede the effective exercise of the stockholder franchise in
connection with the election of Directors at the 1997 Annual
Meeting of ITT stockholders. Hilton's Motion for Preliminary
Injunction has been fully briefed and on March 5, 1997, the
Court conducted a hearing at which the arguments of counsel
were presented.<PAGE>
To obtain the preliminary injunction requested, Hilton
must show the likelihood of success on the merits and the pos-
sibility of irreparable injury; or the existence of serious
questions going to the merits and that the balance of hardships
tips in Hilton's favor. On the record before the Court at this
stage of the proceedings, Hilton has failed to sustain its bur-
den. Indeed, although Hilton cites the possibility of future
action by ITT which if taken might under certain circumstances
entitle Hilton to some form of injunctive relief, the Court
finds that no action has as yet been taken by ITT which would
warrant intervention by this Court as requested by Hilton.
IT IS THEREFORE ORDERED that Hilton's Motion for Prelimi-
nary Injunction (#3) is denied.
IT IS FURTHER ORDERED that Hilton's Motion to Strike the
Sader Affidavit (#17) is denied.
DATED: March 6, 1997
/s/ Philip M. Pro
PHILIP M. PRO
United States District Judge
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