SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 43)
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 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(46) Definitive Additional Proxy Material.<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 10, 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 10, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-3-<PAGE>
EXHIBIT INDEX
Exhibit Description
(a)(46) Definitive Additional Proxy Material.
Exhibit (a)(46)
PROXYGRAM SERVICES
500 EIGHTH AVENUE
NEW YORK, NY 10018
CONFIDENTIAL IDENTIFICATION NUMBER:
(Your identification number is confidential. It is to assure the
operator of your identity.)
Dear ITT Shareholder:
After a six month delay, the ITT Annual Shareholder Meeting will
finally take place on Wednesday, November 12. As you cast your
vote, we ask you to think about some important facts:
* Hilton's revised $80 offer is clearly superior to the
latest Starwood proposal - whose nominal value hinges on
overstated synergy benefits and questionable tax breaks -
which has already come under intense scrutiny.
* Our offer provides greater certainty and long term value
with protection from the downside risk of a roller coaster
stock market.
* We offer $2.2 billion more cash up front.
* We offer 2 shares of Hilton common stock - which we believe
we can deliver tax free unlike the fully taxable Starwood
proposal.
* We offer a strong management team that has a proven
successful track record.
* Starwood offers you nothing more than a thinly traded stock
- no downside protection - and an unproven, inexperienced
management team in both of ITT's core businesses of gaming
and full service luxury hotels.
YOU NOW HAVE A REAL CHOICE - VOTE FOR A REAL DEAL THAT PROVIDES
REAL VALUE.
VOTE TODAY TO REPLACE RAND ARASKOG AND HIS BOARD BY SIGNING,
DATING AND MAILING YOUR WHITE PROXY!
PLEASE VOTE BY SENDING A TOLL-FREE PROXYGRAM NOW - YOUR VOTE IS
IMPORTANT, AND IT WILL ONLY TAKE A MOMENT OF YOUR TIME.
VOTE TODAY TO RECEIVE
* More CASH Now
* More CERTAINTY
* And A LOT LESS RISK<PAGE>
Don't be fooled by the ITT Board's recent claims that they
will hold an "auction" process if they get reelected. DON'T
BELIEVE THEM. Without Hilton's lawsuit that enjoined ITT's
comprehensive plan, your stock could still be trading at $63
- $17 less than ITT's closing price on Friday.
Make no mistake about it, there is NO "AUCTION" after
November 12. If Rand and his board are elected, Hilton will
withdraw its $80 offer.
We appreciate your support and careful consideration of all
the information you have received over the last several
months.
TOLL - FREE PROXYGRAM OPERATORS ARE AVAILABLE TO ASSIST NOW.
PLEASE TAKE A MOMENT TO VOTE YOUR WHITE PROXY.
INSTRUCTIONS
1. Call Toll-Free 1-800-437-7699 between 8:00 a.m. and 12:00
midnight eastern time.
2. Tell the operator that you wish to send a collect ProxyGram
to ID No. 3301, Solicited on Behalf of Hilton Hotels
Corporation and HLT Corporation.
3. State your name, address and telephone number.
4. State your confidential identification number and number of
shares as shown below:
CONFIDENTIAL IDENTIFICATION NUMBER:
NUMBER OF SHARES:
ITT CORPORATION
1997 ANNUAL MEETING OF STOCKHOLDERS
This Proxy is Solicited on Behalf of Hilton Hotels Corporation and
HLT Corporation
The undersigned appoints Stephen F. Bollenbach, Matthew J.
Hart, Scott A. LaPorta and Thomas E. Gallagher, and each of them,
attorneys and agents with full power of substitution to vote all
shares of common stock of ITT Corporation ("ITT") which the
undersigned would be entitled to vote if personally present at the
1997 Annual Meeting of Stockholders of ITT, and including at any
adjournments or postponements thereof and at any special meeting
called in lieu thereof, as follows:<PAGE>
HILTON HOTELS CORPORATION RECOMMENDS A VOTE FOR THE ELECTION OF
ALL HILTON NOMINEES NAMED BELOW AND FOR THE RESOLUTIONS UNDER
ITEMS 2 AND 3.
1. ELECTION OF DIRECTORS: To elect to the Board of
Directors of ITT (the "Board") such number of the following Hilton
Nominees as equals the size of the Board: Daniel J. Altobello,
George N. Aronoff, Scott H. Bice, Barrie K. Brunet, James J.
Florio, Fred D. Gibson, Jr., Dianne Jett, Robert S. Kingsley,
Aubrey C. Lewis, Celeste Pinto McLain, Gilbert L. Shelton, Henry
A. Collins, John Danhakl, Ernest E. East, John E. Humphreville,
Robert L. Johander, J. Kenneth Looloian, Rocco J. Marano, James F.
McAnally, Morris Pashman, Alan C. Snyder, Caroline L. Williams and
Robert H. Wolf. The first eleven of such individuals will be
voted for to be elected to succeed the current eleven Directors
(or any Director named to fill any vacancy created by the death,
retirement, resignation or removal of any of such eleven
Directors) of ITT. One or more of such other individuals will be
voted for to be elected (a) in the event that ITT purports to
increase the number of Directorships pursuant to Section 2.2 of
ITT's Amended and Restated Bylaws, to each additional Directorship
created, and/or (b) in the event any of the first eleven of such
individuals is unable for any reason to serve as a Director.
( ) FOR all Hilton Nominees ( ) WITHHOLD AUTHORITY
for all Hilton
Nominees
INSTRUCTION: (To withhold authority to vote for one or more
individual Hilton Nominee(s), give that Nominee(s) name to the
operator.)
2. RESOLUTION PROPOSED BY HILTON AND HLT. To adopt the
following resolution:
RESOLVED, that the stockholders of ITT Corporation ("ITT") urge
the ITT Board of Directors to arrange for the sale of ITT to
Hilton Hotels Corporation ("Hilton") or to any bidder offering a
higher price, and if there be no higher bidder, to take all
necessary action to permit the tender offer of Hilton and HLT
Corporation ("HLT") and the proposed merger of ITT with Hilton,
HLT or a subsidiary of Hilton to proceed, including, without
limitation, action to satisfy the Rights Condition, the Control
Share Condition and the Business Combination Condition set forth
in HLT's Offer to Purchase dated January 31, 1997 (as such offer
may be amended).
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. RESOLUTION PROPOSED BY HILTON AND HLT. To adopt the
following resolution:<PAGE>
RESOLVED, that each and every provision of the Amended and
Restated Bylaws of ITT Corporation adopted on or after July 23,
1996 and prior to the adoption of this resolution is hereby
repealed.
( ) FOR ( ) AGAINST ( ) ABSTAIN
4. IN THEIR DISCRETION WITH RESPECT TO ANY OTHER MATTERS AS
MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
The undersigned hereby revokes any other proxy or proxies
heretofore given to vote or act with respect to the shares of
common stock of ITT held by the undersigned, and hereby ratifies
and confirms all action the herein named attorneys and proxies,
their substitutes, or any of them may lawfully take by virtue
hereof. If properly executed, this proxy will be voted as
directed above. If no direction is indicated with respect to the
above proposals, this proxy will be voted FOR the election of all
Hilton Nominees and FOR the proposals set forth in Items 2 and 3
above and in the manner set forth in Item 4 above.
This proxy will be valid until the sooner of one year from
the date indicated below and the completion of the Annual Meeting.
PLEASE GIVE OPERATOR YOUR NAME EXACTLY AS NAME APPEARS ON THIS
PROXY. WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD GIVE
THEIR NAME TO THE OPERATOR. EXECUTORS, ADMINISTRATORS, TRUSTEES,
ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING.
IMPORTANT: IF YOU NEED ASSISTANCE IN VOTING, PLEASE CALL
OUR SOLICITOR, MACKENZIE PARTNERS, INC.
TOLL-FREE (800) 322-2885 OR (212) 929-5500 (CALL COLLECT)
