SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 3)
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 2. IDENTITY AND BACKGROUND.
On February 3, 1997, Arthur M. Goldberg replaced Mat-
thew J. Hart as President, Treasurer, Secretary and sole direc-
tor of the Purchaser.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF
THE BIDDER.
On February 11, 1997, Parent and the Purchaser deliv-
ered a notice of nomination (the "Nomination Notice") to the
Company, in accordance with their previously announced inten-
tion to nominate at the Annual Meeting, if necessary, a slate
of nominees who support the Offer and the Proposed Merger, sub-
ject to their fiduciary duties. The full text of the Nomina-
tion Notice is filed herewith as Exhibit (g)(4) and is incorpo-
rated herein by reference. The full text of a press release,
dated February 11, 1997, issued by Parent with respect to the
Nomination Notice is filed herewith as Exhibit (a)(9) and is
incorporated herein by reference.<PAGE>
Concurrently with delivery of the Nomination Notice,
Parent and the Purchaser delivered a notice of intent to
present business (the "Business Notice") to the Company. The
Business Notice relates to two resolutions to be proposed by
Parent and the Purchaser at the next Annual Meeting of the Com-
pany, for approval by stockholders of the Company, in support
of the Offer and the Proposed Merger. The full text of the
Business Notice is filed herewith as Exhibit (g)(5) and is in-
corporated herein by reference.
Also on February 11, 1997, Stephen F. Bollenbach,
President and Chief Executive Officer of Parent, sent a letter
to Rand V. Araskog, Chairman and Chief Executive Officer of the
Company. The full text of Mr. Bollenbach's letter is filed
herewith as Exhibit (g)(6) and is incorporated herein by refer-
ence.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press Release, dated February 11, 1997, issued by
Parent.
(g)(4) Nomination Notice dated February 11, 1997.
(g)(5) Business Notice dated February 11, 1997.
(g)(6) Letter dated February 11, 1997 from Stephen F. Bol-
lenbach to Rand V. Araskog (included in Exhibit
(a)(9)).
-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: February 12, 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: February 12, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldebrg
Name: Arthur M. Golberg
Title: President
-4-<PAGE>
EXHIBIT (a)(9)
[Letterhead of Hilton Hotels Corporation]
CORPORATE NEWS
Contact: Marc Grossman
Sr. Vice President -
Corporate Affairs
310-205-4030
Kathy Shepard
Corporate Communications
310-205-7676
Joele Frank
Abernathy MacGregor
212-371-5999
HILTON PROPOSES NEW ITT BOARD SLATE
Beverly Hills, Calif., February 11, 1997 -- Hilton
Hotels Corporation (NYSE:HLT) today provided notice to ITT Cor-
poration (NYSE:ITT) of its intention to nominate candidates for
ITT's Board of Directors at the company's next annual meeting
of shareholders. While ITT's 1997 annual meeting has not yet
been scheduled, the annual meeting is regularly held in May.
Hilton reiterated its desire to meet with ITT manage-
ment and the Board of Directors to discuss its $55-per-share
acquisition offer, but said today's action was taken in case it
becomes necessary to conduct a proxy contest to replace ITT's
existing Board in order to complete the proposed transaction.
The Hilton-proposed slate of nominees includes 25
individuals. Eleven of these individuals would be nominated to
replace the existing 11-member ITT Board. One or more of the
other 14 would be nominated in the event ITT attempted to
increase the size of its board, or if any of the first 11 indi-
viduals were unable for any reason to serve as an ITT director.
Although Hilton believes any effort by ITT to increase the size
of its Board would not be legal, Hilton also said it is fully
prepared to nominate the number of additional candidates neces-
sary to replace the entire ITT Board, regardless of its size.
The 25 individuals who are subject to nomination as
ITT directors are listed below:
DANIEL J. ALTOBELLO - Potomac, Maryland - Chairman of ONEX Food
Services, Inc. and former Chairman of the Board, President and
Chief Executive Officer of Caterair International Corporation.
GEORGE N. ARONOFF - Cleveland, Ohio - Partner, Law firm of
Benesch, Friedlander, Coplan & Aronoff.
WORLD HEADQUARTERS
9336 Civic Center Drive, Beverly Hills, California 90210
Telephone 310-205-4545
Reservations 1-800-HILTONS<PAGE>
ITT Board Nominees
2-2-2-2
SCOTT H. BICE - Pasadena, California - Dean, University of
Southern California Law School.
BARRIE K. BRUNET - Reno, Nevada - Former Director and executive
officer of Bally's Grand Inc.
HENRY A. COLLINS - Bernardsville, New Jersey - Managing Direc-
tor and Portfolio Manager, Barrett Associates, Inc., investment
managers. Former Director and Senior Vice President of Kidder
Peabody, responsible for Equity Research and Institutional
Equity Sales.
JOHN DANHAKL - Los Angeles, California - Partner, Leonard Green
& Partners, a private merchant banking firm.
ERNEST E. EAST - Oro Valley, Arizona - Vice President, Corpo-
rate Secretary and General Counsel, Artisoft, Inc. and former
Vice President and General Counsel of Elsinore Corporation, Las
Vegas; former vice president of Taj Mahal, Trump Plaza and
Trump's Castle Casinos.
THE HONORABLE JAMES J. FLORIO - Piscataway, New Jersey - Part-
ner, Law firm of Florio & Perrucci, P.C.; former Governor of
the State of New Jersey.
FRED D. GIBSON, JR. - Las Vegas, Nevada - Chairman, President
and Chief Executive Officer of American Pacific Corporation.
JOHN E. HUMPHREVILLE - Los Angeles, California - Private
investor.
DIANNE JETT - Las Vegas, Nevada - Former President, Sprint-
Central Telephone Company of Nevada.
ROBERT L. JOHANDER - Eden Prairie, Minnesota - Chairman and
Chief Executive Officer of ValueVision International, Inc.
RUSSELL D. JONES - Los Angeles, California - Vice President,
Sonnenblick-Goldman Company, real estate investment bankers.
ROBERT S. KINGSLEY - Far Hills, New Jersey - Private investor,
former President and Chief Operating Officer, HFS Gaming Corp.
and former President and Chief Operating Officer of Caesars
World Resorts Inc.
AUBREY C. LEWIS - Montclair, New Jersey - Former vice president
of Woolworth Corporation.
J. KENNETH LOOLOIAN - Carteret, New Jersey - Executive Vice
President, Di Giorgio Corporation, a food distributor.<PAGE>
ITT Board Nominees
3-3-3-3
ROCCO J. MARANO - Chatham, New Jersey - Former President of
Bell Communications Research, Inc.
JAMES F. MCANALLY, M.D. - Mendham, New Jersey - Director of
Nephrology at Elizabeth General Medical Center; Director, Bally
Total Fitness Holding Corporation.
THE HONORABLE CELESTE PINTO MCLAIN - Los Angeles, California -
Private attorney and arbitrator; member of the Board of Direc-
tors, National Railroad Passenger Corporation (Amtrak).
JUSTICE MORRIS PASHMAN - Hackensack, New Jersey - Counsel to
Law firm of Pashman Stein P.C.; former Associate Justice on the
Supreme Court of New Jersey; former Mayor of Passaic, New
Jersey.
GILBERT L. SHELTON - Marshall, Virginia - Private investor.
ALAN C. SNYDER - Los Angeles, California -Manager, Shinnecock
Group, LLC, investment acquisitions; Managing Partner,
Shinnecock Partners, private investors; former chief executive
officer, Aurora National Life Assurance Company; former Presi-
dent and Chief Operating Officer, Executive Life Insurance Com-
pany.
CAROLINE L. WILLIAMS - New York, New York - Private investor;
member of the Board of Directors, Argyle Television, Inc.,
Swing-N-Slide Corp., DEVCAP Shared Return Trust. Former
investment banker.
ROBERT H. WOLF - Beverly Hills, California - President, Bob
Wolf Company. Former Chairman of the Board and Chief Executive
Officer of Chiat/Day North America.
WARREN C. WOO - Bethesda, Maryland - President of Corporate
Development, Snyder Communications, Inc.
-30-
NOTE TO EDITORS: The attached letter from Stephen F.
Bollenbach, president and chief executive officer of Hilton
Hotels Corporation, was hand-delivered today to Rand V.
Araskog, chairman and chief executive officer of ITT Corpora-
tion.<PAGE>
[LETTERHEAD OF HILTON HOTELS CORPORATION]
Office of the
President and Chief Executive
February 11, 1997
Mr. Rand V. Araskog
Chairman and Chief Executive Officer
ITT Corporation
1330 Avenue of the Americas
New York, NY 10019-5490
Dear Mr. Araskog:
I am writing to express again our desire to meet with
you and the management of ITT to discuss our proposal for a
business combination of Hilton and ITT. As you know, we be-
lieve this combination is a compelling one for both our compa-
nies and our respective shareholders. The initial response
from shareholders and analysts has been overwhelmingly posi-
tive. We also believe that the prompt consummation of our of-
fer is in the best interests of both companies' shareholders,
and an agreement now will allow us to achieve the best value
for your shareholders.
I am sure that you have read, as we have, the various
press reports speculating on defensive mechanisms you might
employ to keep our offer from your shareholders. Of course, we
have no knowledge of the accuracy of these reports, and we as-
sume that you will not take actions to frustrate the wishes of
your shareholders or to diminish the value of their equity.
Let me reiterate, however, our commitments to making
this combination a reality. We do not intend to be deterred
from pursuing our offer by any actions that you may choose to
take. But, to the extent your actions reduce the value of the
combination to us, we would, of course, be required to review
the per share price that we would be able to pay and, if neces-
sary, adjust the terms of our offer.
We hope that upon your review of our offer, you and
your Board will agree that this combination is in the best in-
terests of ITT and your shareholders. We stand ready to meet
with you at any time and to answer any questions you or your
directors may have. We look forward to hearing from you.
Sincerely,
/s/ Steve
Stephen F. Bollenbach
cc: Members of the Board
of Directors of ITT Corporation
WORLD HEADQUARTERS
9336 Civic Center Drive, Beverly Hills, California 90210
Telephone 310-278-4321
EXHIBIT (g)(4)
HILTON HOTELS CORPORATION
HLT CORPORATION
9336 CIVIC CENTER DRIVE
BEVERLY HILLS, CALIFORNIA 90210
February 11, 1997
BY HAND
ITT Corporation
1330 Avenue of the Americas
New York, NY 10019-5490
Attn: Secretary
Notice of Intention to Nominate Candidates for Elec-
tion to the Board of Directors of ITT Corporation
By Hilton Hotels Corporation and HLT Corporation
Dear Sir:
Hilton Hotels Corporation, a Delaware corporation
("Hilton"), is the record owner of 1,000 shares of the common
stock, no par value (the "Shares"), of ITT Corporation, a Ne-
vada corporation (the "Company"), and is the beneficial owner
of 315,500 Shares (including 100 Shares held of record by HLT
(as defined herein)). HLT Corporation, a Delaware corporation
and a wholly owned subsidiary of Hilton ("HLT"), is the record
owner of 100 Shares. This notice (the "Notice") of the inten-
tion of Hilton and HLT to nominate candidates for election to
the Board of Directors of the Company (the "Board") is deliv-
ered pursuant to Section 2.2 and in accordance with Section
1.3(b) of the Amended and Restated Bylaws (the "Bylaws") of the
Company (collectively, the "Nomination Requirements"). Ac-
cording to publicly available information, the Company cur-
rently has eleven Directors. Under Section 2.2 of the Bylaws,
each Director holds office until the next annual meeting of
stockholders. Therefore, the terms of all Directors will ex-
pire at the 1997 Annual Meeting of Stockholders of the Company,
including at any adjournments or postponements thereof and at
any special meeting called in lieu thereof (the "Annual Meet-
ing").<PAGE>
ITT Corporation
February 11, 1997
Page 2
_________________
Pursuant to the Nomination Requirements, this Notice:
(a) sets forth the name and address of each of Hilton and HLT,
the stockholders who intend to make the nomination, and in Ap-
pendix I hereto the name and address of each of the Hilton
Nominees; (b) sets forth a representation that each of Hilton
and HLT is a holder of record of stock of the Company entitled
to vote at the Annual Meeting and intends to appear in person
or by proxy at the meeting to nominate the Hilton Nominees; (c)
sets forth (including in the Appendices hereto) a description
of all arrangements or understandings between each of Hilton
and HLT and each of the Hilton Nominees and any other person or
persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by Hilton and HLT; (d)
sets forth (including in the Appendices hereto) such other in-
formation regarding each Hilton Nominee as would be required to
be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had such nomi-
nee been nominated or intended to be nominated by the Board
("Schedule 14A Information"); and (e) attaches as Exhibit A
hereto copies of signed consents executed by each of the Hilton
Nominees to serve as a director of the Company, if so elected.
Additionally, this Notice sets forth a brief description of the
business desired to be brought before the Annual Meeting, the
nomination of the Hilton Nominees, and the reasons for conduct-
ing such business.
Please be advised that Hilton and HLT intend to nomi-
nate the individuals named in Appendix I hereto (the "Hilton
Nominees") for election to the Board at Annual Meeting. The
first eleven individuals named in Appendix I will be nominated
to be elected to succeed the current eleven Directors (or any
Director named to fill any vacancy created by the death, re-
tirement, resignation or removal of any of such eleven Direc-
tors) of the Company. One or more of the other individuals
named in Appendix I will be nominated to be elected (a) in the
event that the Company purports to increase the number of Di-
rectorships pursuant to Section 2.2 of the Bylaws, to each ad-
ditional Directorship created, and/or (b) in the event any of
the first eleven individuals named in Appendix I is unable for
any reason to serve as a Director. Additional nominations made
pursuant to the preceding clause (a) are without prejudice to
the position of Hilton and HLT that any attempt to increase the
size of the Board constitutes an unlawful manipulation of the
Company's corporate machinery.
Hilton and HLT each hereby represents that it is the
holder of record of stock of the Company entitled to vote at
the Annual Meeting and that it intends to appear in person or
by proxy at the Annual Meeting to nominate the Hilton Nominees.
The address of each of Hilton and HLT is 9336 Civic Center
Drive, Beverly Hills, California 90210.<PAGE>
ITT Corporation
February 11, 1997
Page 3
_________________
The information included herein represents Hilton's
and HLT's respective best knowledge as of the date hereof.
Each of Hilton and HLT reserves the right, in the event any
such information shall be or become inaccurate, to provide cor-
rective information to the Company as soon as reasonably prac-
ticable, although Hilton and HLT do not commit to update any
information which may change from and after the date hereof.
If this Notice shall be deemed for any reason by a
court of competent jurisdiction to be ineffective with respect
to the nomination of any of the Hilton Nominees at the Annual
Meeting, or if any individual nominee shall be unable to serve
for any reason, this Notice shall continue to be effective with
respect to the remaining Hilton Nominees and as to any replace-
ment nominees selected by Hilton and HLT.
On January 27, 1997, Hilton made a proposal to ac-
quire all of the outstanding Shares in a two-step transaction.
In accordance with such proposal, on January 31, 1997, HLT com-
menced a tender offer to purchase (the "Offer to Purchase") (i)
61,145,475 Shares or such greater number of Shares which, when
added to the number of Shares beneficially owned by HLT and its
affiliates, constitutes a majority of the total number of
Shares outstanding on a fully diluted basis as of the expira-
tion date of the Offer (as defined herein), and (ii) unless and
until validly redeemed by the Board, the Series A Participating
Cumulative Preferred Stock Purchase Rights (the "Rights") as-
sociated therewith and issued pursuant to the Rights Agreement,
dated as of November 1, 1995, between the Company and The Bank
of New York, as Rights Agent, at a price of $55 per Share (in-
cluding associated Right), net to the seller in cash, without
interest thereon (the "Offer Price"), upon the terms and sub-
ject to the conditions set forth in the Offer to Purchase and
in the related letter of transmittal (which, as amended from
time to time, together constitute the "Offer"). The purpose of
the Offer is for Hilton to acquire control of, and ultimately
the entire equity interest in, the Company. Hilton also has
proposed a merger in which Hilton or HLT or another wholly
owned subsidiary of Hilton would acquire the remaining Shares
in exchange for shares of Hilton common stock, par value $2.50
per share ("Hilton Common Stock").
Under the terms of Hilton's proposal, the Company
would, as soon as practicable following consummation of the
Offer, consummate a merger with Hilton or HLT or another wholly
owned subsidiary of Hilton (the "Proposed Hilton Merger"). At
the effective time of the Proposed Hilton Merger, each Share
that is issued and outstanding immediately prior to the effec-
tive time (other than Shares held in the treasury of the Com-
pany or owned by Hilton, HLT or any direct or indirect wholly
owned subsidiary of Hilton) would be converted into such number
of shares of Hilton Common Stock with a value of $55 per Share, <PAGE>
ITT Corporation
February 11, 1997
Page 4
_________________
subject to appropriate collar provisions. At any time and from
time to time, the period of time during which the Offer is open
may be extended for any reason, and because the timing of the
Offer and the Proposed Hilton Merger is dependent on a variety
of factors, it is likely that the Offer could be extended be-
yond the current expiration date. The Offer is currently
scheduled to expire at 12:00 Midnight, New York City time, on
Friday, February 28, 1997. Further information concerning the
Offer is contained in the Offer to Purchase, which is an ex-
hibit to the Tender Offer Statement on Schedule 14D-1 filed by
Hilton and HLT with the Securities and Exchange Commission
(each of which is hereby incorporated herein by reference).
The Offer is subject to a number of conditions, in-
cluding the Rights Condition, the Business Combination Condi-
tion and the Control Share Condition (each as defined in the
Offer to Purchase), which can be satisfied by the Board. The
current Directors of the Company have not indicated whether or
when they will take action to satisfy these conditions.
It is expected that the Hilton Nominees would, sub-
ject to their fiduciary duties, cause the Board to take all
such actions as may be necessary to facilitate the Offer and
the Proposed Hilton Merger. Accordingly, election of the Hil-
ton Nominees is expected to expedite the prompt consummation of
the Offer and the Proposed Hilton Merger. Therefore, the Hil-
ton Nominees may be deemed to have an interest in their nomina-
tion for election to the Board by virtue of ownership, if any,
of shares of Hilton Common Stock. None of the Hilton Nominees
owns in excess of one percent of the outstanding Hilton Common
Stock.
By separate notice delivered to the Company concur-
rently with this Notice, Hilton and HLT have advised the Com-
pany of their intention to present two stockholder proposals at
the Annual Meeting in support of the Offer and the Proposed
Hilton Merger.
Schedule 14A Information
Such information regarding each Hilton Nominee as
would be required in response to applicable provisions of
Schedule 14A promulgated pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), had the Hilton
Nominees been nominated or intended to be nominated by the
Board, is set forth herein (including by reference to the Ap-
pendices hereto).
To the extent that information set forth at any point
in this Notice is responsive to a specific item below, each
such item shall be deemed to incorporate such information, no <PAGE>
ITT Corporation
February 11, 1997
Page 5
_________________
matter where such information appears in this Notice, or in
each Appendix hereto.
Item 4. Persons Making the Solicitation
(b)(1) By virtue of Instruction 3 of Item 4, Hilton,
HLT and each Hilton Nominee will be considered a participant in
the solicitation. In addition, one or more of the Hilton Nomi-
nees may make solicitations of proxies, but will not receive
additional compensation therefor.
Item 5. Interest of Certain Persons in Matters to
be Acted Upon
(b)(1) Information as to any substantial interest,
direct or indirect, by security holdings or otherwise, in any
matter to be acted upon at the Annual Meeting with respect to
the Hilton Nominees is set forth herein (including in the Ap-
pendices hereto). Other than as disclosed herein, to the
knowledge of Hilton and HLT, none of the Hilton Nominees has
any substantial interest, direct or indirect, by security hold-
ings or otherwise, in any matter to be acted upon at the Annual
Meeting.
(i) Set forth in Appendix I attached hereto, which
is incorporated herein by reference, are the name and business
address of each of the Hilton Nominees.
(ii) Set forth in Appendix I attached hereto, which
is incorporated herein by reference, are the present principal
occupation or employment for each of the Hilton Nominees, and
the name, principal business and address of any corporation or
other organization in which such employment is carried on.
(iii) To the knowledge of Hilton and HLT, during the
past ten years, none of the Hilton Nominees has been convicted
in a criminal proceeding (excluding traffic violations or simi-
lar misdemeanors).
(iv), (v), (vi), (vii) and (x) To the knowledge of
Hilton and HLT, no Hilton Nominee owns beneficially, directly
or indirectly, or of record but not beneficially, any securi-
ties of the Company, or any parent or subsidiary of the Com-
pany, nor has any Hilton Nominee purchased or sold any securi-
ties of the Company within the past two years, except in each
case as set forth in Appendix I hereto. Set forth in the Ap-
pendices hereto are transactions in Shares effected by Hilton,
HLT and the Hilton Nominees.
(viii) To the knowledge of Hilton and HLT, none of the
Hilton Nominees is, or has been within the past year, a party
to any contract, arrangement or understanding with any person <PAGE>
ITT Corporation
February 11, 1997
Page 6
_________________
with respect to any securities of the Company, including, but
not limited to, joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of
proxies.
(ix) Other than as set forth in the Appendices here-
to, to the knowledge of Hilton and HLT, no associate of the
Hilton Nominees owns beneficially, directly or indirectly, any
securities of the Company.
(xi) Item 5(b)(xi) cross references the information
required by Item 404(a) of Regulation S-K of the Exchange Act
with respect to the participant or any associates of the par-
ticipant.
Item 404(a) of Regulation S-K.
Other than as set forth herein or in the Appen-
dices hereto, and except for or as otherwise described in
the Offer or the Proposed Hilton Merger, to the knowledge
of Hilton and HLT, none of the Hilton Nominees or any of
their associates have had or will have a direct or indi-
rect material interest in any transaction or series of
similar transactions since the beginning of the Company's
last fiscal year or any currently proposed transactions,
or series of similar transactions, to which the Company or
any of its subsidiaries was or is to be a party in which
the amount involved exceeds $60,000.
(xii)(A) and (B) According to the Company's public
filings, if elected as Directors of the Company, the Hilton
Nominees who are not employees of the Company would receive an
annual retainer of $48,000 payable solely in restricted Shares,
plus $1,000 for each meeting of the Board and each committee
meeting attended. All Directors of the Company would be reim-
bursed for expenses incurred in connection with their services
as Directors of the Company. The Hilton Nominees, if elected,
will be indemnified for service as a Director of the Company to
the same extent indemnification is provided to Directors of the
Company under the Company's Restated Articles of Incorporation,
as amended, and the Bylaws. In addition, Hilton and HLT be-
lieve that upon election, the Hilton Nominees will be covered
by the Company's officer and director liability insurance.
Hilton and HLT disclaim any responsibility for the accuracy of
the foregoing information extracted from the Company's public
filings.
Hilton has agreed to indemnify all of the Hilton Nom-
inees against any costs, expenses and other liabilities as-
sociated with their nomination and the election contest. A
copy of the form of Indemnification Agreement is attached <PAGE>
ITT Corporation
February 11, 1997
Page 7
_________________
hereto as Exhibit B and is incorporated herein by reference.
In addition, Hilton has agreed to make a contribution to a
charity selected by each Hilton Nominee in the amount of
$25,000 per Hilton Nominee in consideration of such Hilton
Nominee's service as a Hilton Nominee. Hilton has also agreed
to reimburse Hilton Nominees for counsel fees that they may
incur in reviewing the materials sent to them by Hilton in con-
nection with their consideration of service as a Hilton Nomi-
nee. Each of the Hilton Nominees has executed a written con-
sent agreeing to be a Hilton Nominee for election as a Director
of the Company and to serve as a Director if so elected. It is
expected that the Hilton Nominees will, subject to their fidu-
ciary duties, support the Offer and the Proposed Hilton Merger.
Other than as set forth herein (including in Appendix
I hereto), to the knowledge of Hilton and HLT, none of the Hil-
ton Nominees, or any of their associates, has any arrangements
or understandings with any person or persons with respect to
any future employment by the Company or its affiliates or with
respect to any future transactions to which the Company or any
of its affiliates will or may be a party.
(2) The information required to be disclosed in this
item with respect to Hilton, HLT and the Hilton Nominees is
disclosed in response to Item 5(b)(1) above.
Item 6. Voting Securities and Principal Holders
Thereof.
(d) The information required to be disclosed in this
item with respect to the Hilton Nominees is disclosed in re-
sponse to Item 5(b) above.
Item 7. Directors and Executive Officers
(a) Item 7(a) cross references the information re-
quired by instruction 4 to Item 103 of Regulation S-K of the
Exchange Act with respect to nominees of the persons making the
solicitation. Such information is set forth below:
Instruction 4 of Item 103 to Regulation S-K.
Except as set forth in Appendix I, to the knowledge of
Hilton and HLT, there are no material proceedings in which
any of the Hilton Nominees or any of their associates is a
party adverse to the Company or any of its subsidiaries,
or proceedings in which any such nominee or associate has
a material interest adverse to the Company or any of its
subsidiaries.
(b) Item 7(b) cross references the information re-
quired by Items 401 and 404(a) and (c), and 405 of Regulation<PAGE>
ITT Corporation
February 11, 1997
Page 8
_________________
S-K of the Exchange Act with respect to nominees of the person
making the solicitation. Such information is set forth below:
Item 401 of Regulation S-K.
(a) and (e). Each of the Hilton Nominees has
executed a consent to being named as a Hilton Nominee and
to serving as a Director, if so elected. Copies of such
consents are attached hereto as Exhibit A.
The following information is set forth in Appen-
dix I attached hereto, and incorporated herein by refer-
ence, with respect to each Hilton Nominee: name, age,
business experience during the past five years (including
principal occupation and employment during the past five
years and the name and principal business of any corpo-
ration or other organization in which such occupation or
employment was carried on) and any directorships held by
such Hilton Nominees. Except as set forth in Appendix I
hereto, to the knowledge of Hilton and HLT, no occupation
or employment is or was, during such period, carried on by
any of the Hilton Nominees with the Company or any cor-
poration or organization which is or was a parent, subsid-
iary or other affiliate of the Company, and none of the
Hilton Nominees has ever served on the Board.
Other than as disclosed in the response to Item
5(b) above, and incorporated herein by reference, to the
knowledge of Hilton and HLT, there are no arrangements or
understandings between any of the Hilton Nominees and any
other party pursuant to which any such nominee was or is
to be selected as a Director or nominee.
(b), (c) and (g) These provisions of Item 401
to Regulation S-K are not applicable to the Hilton Nomi-
nees.
(d) To the knowledge of Hilton and HLT, there
exist no family relationships among the Hilton Nominees or
between any of the Hilton Nominees and any Director or
executive officer of the Company.
(f) Except as disclosed in Appendix I hereto,
to the knowledge of Hilton and HLT, during the last five
years none of the Hilton Nominees was involved in any of
the events described in Item 401(f) of Regulation S-K.
Item 404(a) of Regulation S-K. The response to
Item 5(b)(1)(xi) above is incorporated herein by refer-
ence.<PAGE>
ITT Corporation
February 11, 1997
Page 9
_________________
Item 404(c) of Regulation S-K. To the knowledge of Hilton and
HLT, none of the Hilton Nominees, their immediate family
members, any corporation or organization of which any of the
Hilton Nominees is an executive officer or partner, or is, di-
rectly or indirectly, the beneficial owner of 10 percent or
more of any class of equity securities, or any trust or other
estate in which any of the Hilton Nominees has a substantial
beneficial interest or serves as a trustee or in a similar
capacity, has been indebted to the Company or its subsidiaries,
at any time since the beginning of the Company's last fiscal
year, in an amount in excess of $60,000 (other than any amounts
that may be excluded pursuant to the instructions to Item
404(c) of Regulation S-K).
Item 405 of Regulation S-K. This provision is
not applicable to the Hilton Nominees because they are not
Directors, officers or 10% holders of the Company.
(c) Item 7(c) cross references the information
required by Item 404(b) of Regulation S-K of the Exchange
Act with respect to each nominee of the person making the
solicitation. Such information is set forth below:
Item 404(b) of Regulation S-K. Except as set
forth in Appendix I hereto, to the knowledge of Hilton and
HLT, none of the relationships regarding Hilton Nominees
described under Item 404(b) of Regulation S-K exists or
has existed during the Company's last fiscal year.
Item 8. Compensation of Directors and Executive
Officers
Item 8 cross references the information required by
Item 402 of Regulation S-K of the Exchange Act with respect to
each nominee of the person making the solicitation and asso-
ciates of such nominees. Such information is set forth below:
Item 402 of Regulation S-K.
(a), (b), (c), (d), (e), (f), (h), (i) Except
as set forth in Appendix I hereto, to the knowledge of
Hilton and HLT, none of the Hilton Nominees nor any of
their associates has received any cash compensation, cash
bonuses, deferred compensation, compensation pursuant to
plans, or other compensation, from, or in respect of, ser-
vices rendered on behalf of the Company that is required
to be disclosed under, or is subject to any arrangement
described in, these paragraphs of Item 402 of Regulation
S-K.<PAGE>
ITT Corporation
February 11, 1997
Page 10
_________________
(g) The response to Item 5(b)(1)(xii)(A) and (B)
above is incorporated herein by reference. Other than as set
forth herein, Hilton and HLT are not aware of any other ar-
rangements pursuant to which any Director of the Company was to
be compensated for services during the Company's last fiscal
year.
(j) To the knowledge of Hilton and HLT, there
are no relationships involving any of the Hilton Nominees,
or any of their associates, that would have required dis-
closure under this paragraph of Item 402 of Regulation S-K
had the Hilton Nominees been Directors of the Company.
(k),(l) These items do not apply because they
do not relate to the Hilton Nominees.<PAGE>
IN WITNESS WHEREOF, Hilton Hotels Corporation has
hereby caused this Notice to be executed this eleventh day of
February, 1997 by its duly authorized officer.
HILTON HOTELS CORPORATION
By: /s/ Matthew J. Hart
Name: Matthew J. Hart
Title: Executive Vice President <PAGE>
IN WITNESS WHEREOF, HLT Corporation has hereby caused
this Notice to be executed this eleventh day of February, 1997
by its duly authorized officer.
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President<PAGE>
APPENDIX I
INFORMATION CONCERNING THE HILTON NOMINEES
Set forth in this Appendix I is the following in-
formation concerning the Hilton Nominees: name, age, present
principal occupation or employment, and the name, principal
business and address of any corporation or other organization
in which such employment is carried on, and business experience
during the past five years (including principal occupation and
employment during the last five years and the name and princi-
pal business of any corporation or other organization in which
such occupation or employment was carried on) and any other
directorships held by the Hilton Nominees. Also included is
any other Schedule 14A Information concerning the Hilton Nomi-
nees.
I-1<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Daniel J. Altobello (55) Chairman, ONEX Food Services,
ONEX Food Services, Inc. Inc. (airline catering), since
6550 Rock Spring Drive September 1995. Prior thereto,
Bethesda, Maryland 20817 Chairman, Chief Executive Of-
ficer and President, Caterair
International Corporation
(airline catering), from be-
fore 1992 until September
1995. He is also a director
of American Management Sys-
tems, Inc., Blue Cross & Blue
Shield of Maryland, Inc. and
member of the Board of Advi-
sors to Thayer Capital Part-
ners.
I-2<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
George N. Aronoff (63) Partner, Benesch, Friedlander,
Benesch, Friedlander, Coplan & Coplan & Aronoff LLP (law
Aronoff LLP firm), since before 1992. He
2300 BP America Building is also a director of Spe-
200 Public Square cialty Chemical Resources,
Cleveland, Ohio 44114 Inc.
Mr. Aronoff was a director of Bally Entertainment
Corporation prior to its merger with Hilton in December 1996.
He was also a member of an advisory transition committee to
Hilton established after the merger (which is no longer in op-
eration), pursuant to which he received fees from Hilton in the
amount of $50,000.
The law firm of which Mr. Aronoff is a partner has
performed and is expected to continue to perform legal services
from time to time for certain subsidiaries of Hilton that were
formerly subsidiaries of Bally Entertainment Corporation.
I-3<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Scott H. Bice (53) Dean of the University of
University of Southern Southern California Law
California Law School School, since before 1992. He
University Park is also a director of Jenny
Los Angeles, California 90089 Craig, Inc.
I-4<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
James J. Florio (59) Partner, Florio & Perrucci,
Florio & Perrucci, P.C. P.C. (law firm), since 1995.
371 Hoes Lane Prior thereto, Partner, Mudge,
Piscataway, New Jersey 08854 Rose, Guthrie, Alexander &
Ferdon (law firm), from Janu-
ary 1994 until October 1995;
Governor of the State of New
Jersey, from January 1990 un-
til January 1994.
I-5<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Fred D. Gibson, Jr. (69) Chairman, President and Chief
American Pacific Corporation Executive Officer, American
3770 Howard Hughes Parkway Pacific Corporation (specialty
Suite 300 chemicals production), since
Las Vegas, Nevada 89109 before 1992. He is also a
director of American Pacific
Corporation and Nevada Power
Company.
I-6<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Dianne Jett (47) Retired since August 1996.
7833 Surfcrest Court Prior thereto, President,
Las Vegas, Nevada 89128 Sprint-Central Telephone Com-
pany of Nevada (telecommunica-
tions), from March 1993 until
August 1996; General Regu-
latory Manager, Central Tele-
phone Company of Nevada (tele-
communications), from before
1992 until March 1993.
I-7<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Robert S. Kingsley (50) Private Investor. Prior
397 Mine Brook Road thereto, President and Chief
Far Hills, New Jersey 07931 Operating Officer, HFS Gaming
Corp. (gaming development and
marketing), from July 1994
until December 1996; President
and Chief Operating Officer,
Caesars World Resorts, Inc.-
Development and Operation of
Casinos (gaming development),
from before 1992 until June
1994.
Transactions in Shares by Mr. Kingsley
Mr. Kingsley is not currently the beneficial owner of
any Shares. In the last two years, he has engaged in the fol-
lowing open market cash transactions in the Shares:
<TABLE>
<CAPTION>
<S> <C> <C>
SHARES
TRANSACTION DATE ACQUIRED PRICE PER SHARE<F1>
September 13, 1996 200 $46.500
SHARES
TRANSACTION DATE DISPOSED PRICE PER SHARE<F1>
January 28, 1997 200 $57.750
</TABLE>
________________________
<F1> All prices are exclusive of commissions.
I-8<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Aubrey C. Lewis (62) On leave since January 1995.
44 Pleasant Avenue Prior thereto, Vice President-
Montclair, New Jersey 07042 Corporate Liaison, Woolworth
Corporation (retail stores),
from before 1992 until January
1995. He is a director of
Bally Total Fitness Holding
Corporation.
I-9<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Celeste Pinto McLain (47) Attorney, Celeste Pinto
Celeste Pinto McLain, P.C. McLain, P.C. (law firm), and
P.O. Box 49835 Arbitrator, American Arbitra-
Los Angeles, California 90049 tion Association and IVAMS,
since before 1992. She is
also a director of the Na-
tional Passenger Railroad
Corporation (Amtrak).
Transactions in Shares by Ms. McLain
Ms. McLain is currently the beneficial owner of 50
Shares, through her shared control, with her husband, Thomas E.
McLain, over the Thomas E. McLain Professional Corporation Re-
tirement Trust. In the last two years, the Thomas E. McLain
Professional Corporation Retirement Trust has engaged in the
following open market cash transactions in the Shares:
<TABLE>
<CAPTION>
<S> <C> <C>
SHARES
TRANSACTION DATE ACQUIRED PRICE PER SHARE<F1>
August 21, 1995<F2> 100 $117.630
SHARES
TRANSACTION DATE DISPOSED PRICE PER SHARE<F1>
July 30, 1996 50 $56.280
</TABLE>
________________________
<F1> All prices are exclusive of commissions.
<F2> Purchase of shares of common stock of Old ITT Corporation.
Ms. McLain is also a limited partner in various part-
nerships which may also beneficially own Shares. She disclaims
having any beneficial ownership of such Shares, if any.
I-10<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Gilbert L. Shelton (60) Private Investor since before
6467 Leeds Manor Road 1992. Also, Chief Executive
Marshall, Virginia 20115 Officer, Westranch, Inc.
(cattle ranching), from before
1992 until December 1994
I-11<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Warren C. Woo (36) President-Corporate Develop-
Snyder Communications, Inc. ment, Snyder Communications,
Two Democracy Center Inc. (outsource targeted mar-
6903 Rockledge Drive keting) since September 1996.
Bethesda, Maryland 20817 Prior thereto, Managing Direc-
tor, Donaldson, Lufkin & Jen-
rette Securities Corporation
(investment banking), from
before 1992 until September
1996.
I-12<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Barrie K. Brunet (71) Retired since March 1990. He
1510 Patrick Avenue is also a director of Reno
Reno, Nevada 89509 Air, Inc.
Mr. Brunet was an executive officer and director of
Bally's Grand, Inc. until March 1990. From November 1991,
Bally's Grand Inc. operated as a debtor-in-possession under
Chapter 11 of the United States Bankruptcy Code until it
emerged from bankruptcy in August 1993.
Mr. Brunet was also a director of Bally Entertainment
Corporation prior to its merger with Hilton in December 1996.
He was also a member of an advisory transition committee to
Hilton established after the merger (which is no longer in op-
eration), pursuant to which he received fees from Hilton in the
amount of $50,000.
I-13<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Henry A. Collins (55) Portfolio Manager, Barrett
Barrett Associates Associates (investment coun-
565 Fifth Avenue seling), since before 1992.
New York, New York 10017
Mr. Collins is the brother-in-law of Matthew J. Hart,
Executive Vice President and Chief Financial Officer of Hilton.
Barrett Associates owns 330 Shares for the accounts
of its customers. Mr. Collins, as a portfolio manager for Bar-
rett Associates, may be deemed to have the power to vote and
dispose of the Shares owned by Barrett Associates. However,
Mr. Collins disclaims having beneficial ownership of the Shares
beneficially owned by Barrett Associates.
Transactions in Shares by Barrett Associates
In the last two years, Barrett Associates has engaged
in the following open market cash transactions in the Shares:
<TABLE>
<CAPTION>
<S> <C> <C>
SHARES
TRANSACTION DATE DISPOSED PRICE PER SHARE<F1>
July 29, 1996 100 $55.000
</TABLE>
________________________
<F1> All prices are exclusive of commissions.
I-14<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
John Danhakl (40) Partner, Leonard Green & Part-
Leonard Green & Partners ners (private merchant bank-
333 S. Grand Avenue ing), since March 1995. Prior
Los Angeles, California 90071 thereto, Managing Director,
Donaldson, Lufkin & Jenrette
Securities Corporation (in-
vestment banking), from before
1992 until March 1995.
I-15<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Ernest E. East (54) Vice President, General Coun-
Artisoft, Inc. sel and Secretary, Artisoft,
2202 North Forbes Boulevard Inc. (personal computer soft-
Tucson, Arizona 85745 ware), since January 1996.
Prior thereto, Vice President,
General Counsel and Secretary,
Elsinore Corporation (gaming),
from October 1994 until Janu-
ary 1996; Executive Vice
President, General Counsel and
Secretary, Trump Hotels and
Casino Resorts (gaming), Vice
President, Trump Taj Mahal
Casino (gaming), Vice Presi-
dent, Trump's Castle Casino
(gaming), and Vice President,
Trump Plaza Casino (gaming),
from before 1992 until August
1994.
Mr. East was Vice President, General Counsel and Sec-
retary of Elsinore Corporation at the time of its Chapter 11
bankruptcy petition in October 1995. He was also Vice Presi-
dent of Trump Taj Mahal, Trump Plaza and Trump's Castle at the
time of their bankruptcy petitions in 1991 and 1992, as ap-
plicable.
Transactions in Shares by Mr. East
Mr. East is not currently the beneficial owner of any
Shares. In the last two years, he has engaged in the following
open market cash transactions in the Shares:
<TABLE>
<CAPTION>
<S> <C> <C>
SHARES
TRANSACTION DATE ACQUIRED PRICE PER SHARE<F1>
March 4, 1996 500 $61.500
June 7, 1996 500 $61.000
SHARES
TRANSACTION DATE DISPOSED PRICE PER SHARE<F1>
October 31, 1996 1,000 $41.750
</TABLE>
________________________
<F1> All prices are exclusive of commissions.
I-16<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
John E. Humphreville (49) Private investor since before
456 South Arden Boulevard 1992.
Los Angeles, California 90020
I-17<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Robert L. Johander (50) Chairman and Chief Executive
ValueVision International, Inc. Officer, ValueVision Interna-
6740 Shady Oak Road tional, Inc. (television and
Eden Prairie, Minnesota 55347 mail order home shopping),
since before 1992.
I-18<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Russell D. Jones (63) Vice President, Sonnenblick-
Sonnenblick-Goldman Company Goldman Company (real estate
1901 Avenue of the Stars investment bankers), since
Suite 1901 September 1995. Prior
Los Angeles, California 90067 thereto, President, Russell D.
Jones & Associates (real es-
tate development and consult-
ing), from before 1992 until
September 1995.
Sonnenblick-Goldman Company is the plaintiff in a
currently pending civil lawsuit, filed November 29, 1994,
against the Company and others for damages not to exceed $10
million. The suit seeks, among other things, the payment of
fees for certain services performed by Sonnenblick-Goldman Com-
pany for the Company in connection with the Company's acquisi-
tion of its interest in Ciga S.p.a. in 1994.
I-19<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
J. Kenneth Looloian (74) Executive Vice President,
Di Giorgio Corporation DiGiorgio Corporation (food
380 Middlesex Avenue distributor), since February
Carteret, New Jersey 07008 1992. He is also a director
of Bally Total Fitness Holding
Corporation and Science Man-
agement Corporation.
Mr. Looloian was a director of Bally Entertainment
Corporation prior to its merger with Hilton in December 1996.
He was also a member of an advisory transition committee to
Hilton established after the merger (which is no longer in op-
eration), pursuant to which he received fees from Hilton in the
amount of $50,000.
I-20<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Rocco J. Marano (68) Retired since June 1991. He
153 Van Houton Avenue is also a director of Computer
Chatham, New Jersey 07928 Horizons Corp. and Blue Cross
& Blue Shield of New Jersey.
Mr. Marano was a director of Bally Entertainment Cor-
poration prior to its merger with Hilton in December 1996. He
was also a member of an advisory transition committee to Hilton
established after the merger (which is no longer in operation),
pursuant to which he received fees from Hilton in the amount of
$50,000.
I-21<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
James F. McAnally, M.D. (47) Director of Nephrology, Eliza-
38 Oak Knoll Road beth General Medical Center
Mendham, New Jersey 07945 (hospital), since before 1992.
He is also a director of Bally
Total Fitness Holding Corpora-
tion.
I-22<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Morris Pashman (84) Counsel to Pashman Stein P.C.
Pashman Stein P.C. (law firm), since 1995. Prior
45 Essex Street thereto, from before 1992,
Hackensack, New Jersey 07601 Judge of Superior Court of New
Jersey and Associate Justice,
New Jersey Supreme Court.
I-23<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Alan C. Snyder (50) Manager, Shinnecock Group, LLC
Shinnecock Group, LLC (investment acquisitions),
1999 Avenue of the Stars since September 1994 and Man-
9th Floor aging Partner, Shinnecock
Los Angeles, California 90067 Partners (investment acquisi-
tions), since before 1992.
Also, Chief Executive Officer,
Aurora National Life Assurance
Company (insurance), from Sep-
tember 1993 until September
1994; and President, Chief
Operating Officer, Executive
Life Insurance Company (insur-
ance), from April 1991 until
September 1993.
On April 11, 1991, Executive Life Insurance Company
("Executive Life") was conserved by the California Department
of Insurance. At the request of the California Insurance Com-
missioner, Mr. Snyder joined Executive Life in April 1991 as
President and Chief Operating Officer, where he served through
the conservation and rehabilitation of Executive Life. Prior
to joining Executive Life, Mr. Snyder had been President and
Chief Operating Officer of First Executive Corporation, the
parent company of Executive Life, from January 1990. First
Executive Corporation filed for bankruptcy on May 13, 1991.
Shinnecock Partners, an associate of Mr. Snyder, is
the general partner of two limited partnerships that are char-
acterized as "funds of funds," in that they allocate investment
funds to the investment entities of money managers who have
discretionary authority over the investment of such funds.
These investment entities may own Shares, and Mr. Snyder may be
deemed to have the power to vote and dispose of such Shares.
Mr. Snyder, however, disclaims having beneficial ownership of
any such Shares owned by such entities.
I-24<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Caroline Williams (50) Private investor, since Janu-
417 Park Avenue ary 1992, and Academic Chair
New York, New York 10022 and Lecturer, New School for
Social Research-Milano School
of Management and Urban
Policy, since September 1996.
Prior thereto, Vice President-
Finance, Techno Serve, Inc.
(technology services), from
July 1992 until September
1993; and Managing Director,
Donaldson, Lufkin & Jenrette
Securities Corporation (in-
vestment banking), from before
1992 until January 1992. She
is also a director of Argyle
Television, Inc., Swing-N-
Slide Corporation and
DEVCAP Shared Return Trust.
I-25<PAGE>
Principal Occupation or
Employment During The
Last Five Years and
Name, Age and Business Address Other Directorships
Robert H. Wolf (55) President, Bob Wolf Company
Bob Wolf Company (marketing and advertising
11755 Wilshire Boulevard consultants), since December
Suite 880 1995. Prior thereto, Chairman
Los Angeles, California 90025 and Chief Executive Officer-
North America, Chiat/Day Inc.
(advertising agency), from
before 1992 until November
1995. He is also a director
of Jenny Craig, Inc.
I-26<PAGE>
APPENDIX II
TRANSACTIONS IN SECURITIES OF ITT CORPORATION BY
HILTON AND HLT
Hilton beneficially owns an aggregate of 315,500
Shares (including 100 Shares that are owned of record by HLT).
Such Shares were purchased by Hilton for cash in open market
transactions as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
SHARES
TRANSACTION DATE ACQUIRED PRICE PER SHARE<F1>
January 21, 1997 11,500 $43.250
30,000<F2> $43.125
3,200 $43.000
January 22, 1997 14,000 $44.625
31,000 $44.500
20,500 $44.375
13,000 $44.250
10,000 $44.125
3,000 $43.875
2,000 $43.750
2,000 $43.625
January 23, 1997 13,000 $45.125
26,500 $45.000
51,300 $44.875
17,000 $44.750
16,000 $44.625
7,000 $44.500
6,500 $44.375
8,000 $44.250
6,000 $44.125
January 24, 1997 1,000 $44.250
1,500 $44.125
4,000 $44.000
9,000 $43.875
8,500 $43.750
</TABLE>
________________________
<F1> All prices are exclusive of commissions.
<F2> On January 21, 1997, Hilton contributed 100 Shares to the
capital of HLT for no consideration.
II-1<PAGE>
EXHIBIT A
NOMINEE CONSENTS<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Daniel J. Altobello
________________________________
Dated: February 4, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ George N. Aronoff
________________________________
Dated: February 6, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Scott H. Bice
________________________________
Dated: February 4, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Barrie K. Brunet
________________________________
Dated: February 2, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Henry A. Collins
________________________________
Dated: February 3, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ John Danhakl
________________________________
Dated: February 8, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Ernest E. East
________________________________
Dated: February 3, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ James J. Florio
________________________________
Dated: February 10, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Fred D. Gibson, Jr.
________________________________
Dated: February 4, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ John E. Humphreville
________________________________
Dated: February 7, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Dianne Jett
________________________________
Dated: February 6, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Robert L. Johander
________________________________
Dated: February 8, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Russell D. Jones
________________________________
Dated: February 3, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Robert S. Kingsley
________________________________
Dated: February 4, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Aubrey C. Lewis
________________________________
Dated: February 6, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ J. Kenneth Looloian
________________________________
Dated: February 1, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Rocco J. Marano
________________________________
Dated: February 2, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ James F. McAnally M.D.
________________________________
Dated: February 6, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Celeste Pinto McLain
________________________________
Dated: February 5, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Morris Pashman
________________________________
Dated: February 6, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Gilbert L. Shelton
________________________________
Dated: February 1, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Alan Snyder
________________________________
Dated: February 6, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Caroline Williams
________________________________
Dated: February 6, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Robert H. Wolf
________________________________
Dated: February 3, 1997<PAGE>
PERSONAL AND CONFIDENTIAL
NOMINEE CONSENT
The undersigned hereby consents to be named as a
nominee of HLT Corporation ("HLT"), a wholly owned subsidiary
of Hilton Hotels Corporation ("Hilton"), for election to the
Board of Directors of ITT Corporation ("ITT") in HLT's notice
to ITT of its intent to nominate directors for election to the
ITT Board of Directors at ITT's 1997 Annual Meeting of
Stockholders (the "Annual Meeting"), and in any proxy materials
filed or distributed on behalf of HLT or Hilton in connection
with the solicitation of proxies for use at the Annual Meeting.
The undersigned further consents to serve as a director of ITT
if so elected.
/s/ Warren C. Woo
________________________________
Dated: February 4, 1997<PAGE>
EXHIBIT B
FORM OF INDEMNIFICATION AGREEMENT<PAGE>
FORM OF INDEMNIFICATION AGREEMENT
AGREEMENT, dated as of February __, 1997, between
Hilton Hotels Corporation, a Delaware corporation ("Hilton"),
and [NOMINEE] (the "Indemnitee").
WHEREAS, Hilton has asked and Indemnitee has agreed
to be a nominee for election to the Board of Directors of ITT
Corporation, a Nevada corporation ("ITT"), at the 1997 annual
meeting of stockholders of ITT (the "Annual Meeting"); and
WHEREAS, Hilton and/or its affiliates may, in appro-
priate circumstances, solicit proxies from the stockholders of
ITT in support of Indemnitee's election as a director of ITT at
the Annual Meeting (the "Solicitation").
NOW, THEREFORE, in consideration of the foregoing and
with the understanding on the part of Hilton that Indemnitee is
relying on this Agreement in agreeing to be a nominee as afore-
said and for other and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Certain Definitions. As used in this Agreement,
the following defined terms have the meanings indicated below:
"Claim" means any threatened, pending or completed
action, suit or proceeding (whether civil, criminal,
administrative, formal or informal investigative or
other), whether instituted by Hilton, ITT or any other
party, or any inquiry or investigation that Indemnitee in
good faith believes might lead to the institution of any
such action, suit or proceeding.
"Expenses" means all reasonable attorneys' fees and
all other reasonable fees, costs, expenses and obligations
paid or incurred in connection with the Solicitation or
related matters, including without limitation,
investigating, defending or participating (as a party,
witness or otherwise) in (including on appeal), or
preparing to defend or participate in, any Claim relating
to any Indemnifiable Event including the costs and
expenses of the Indemnitee seeking enforcement of this
Agreement.
"Indemnifiable Event" means any event or occurrence
relating to or directly or indirectly arising out of, or
any action taken or omitted to be taken in connection with
the Solicitation or related matters, but not in
Indemnitee's capacity as a director of ITT if [he][she] is
so elected.
"Loss" means any and all damages, judgments, fines,
penalties, amounts paid or payable in settlement,
deficiencies, losses and Expenses (including all interest,
assessments, and other charges paid or payable in
connection with or in respect of such Losses).
2. Indemnification. (a) In the event Indemnitee in
[his][her] capacity as a nominee for election to ITT's Board of
Directors at the Annual Meeting was, is or becomes a party to
or other participant in, or is threatened to be made a party to
or other participant in, a Claim by reason of (or arising or
allegedly arising in any manner out of or relating to in whole
or in part) an Indemnifiable Event or Indemnitee's being a nom-
inee for election to ITT's Board of Directors at the Annual
Meeting, Hilton to the fullest extent <PAGE>
permitted by applicable law shall indemnify and hold harmless
Indemnitee from and against any and all Losses suffered,
incurred or sustained by Indemnitee or to which Indemnitee
becomes subject, resulting from, arising out of or relating to
such Claim (it being understood that except as provided in
Section 2(c) with respect to Expenses, reimbursements of any
such Losses shall be made as soon as practicable but in any
event no later than 15 days after written request (a "Claim
Notice" is made to Hilton accompanied by supporting docu-
mentation). Indemnitee shall give Hilton written notice of any
Claim (accompanied by such reasonable supporting documentation
as may be in the Indemnitee's possession) as soon as
practicable after the Indemnitee becomes aware thereof;
provided that the failure of the Indemnitee to give such notice
shall not relieve Hilton of its Indemnification obligations
under this Agreement, except to the extent that such failure
materially prejudices the rights of Hilton.
(b) In the case of the commencement of any action
against Indemnitee in respect of which he may seek indemnifica-
tion from the Hilton hereunder, Hilton will be entitled to
participate therein, including, without limitation, the ne-
gotiation and approval of any settlement of such action and, to
the extent that Hilton may wish to assume the defense thereof,
with counsel satisfactory to Indemnitee, and after notice from
Hilton to Indemnitee of Hilton's election so to assume the de-
fense thereof, together with Hilton's written acknowledgment
and agreement that it will fully indemnify the Indemnitee under
the terms of this Agreement with regard to such Claim, Hilton
will not be liable to Indemnitee under this Agreement for any
Expenses subsequently incurred by him in connection with the
defense thereof other than reasonable costs of investigation
and preparation therefor (including, without limitation, ap-
pearing as a witness and reasonable fees and expenses of legal
counsel in connection therewith). If in any action for which
indemnity may be sought hereunder Hilton shall not have timely
assumed the defense thereof with counsel satisfactory to Indem-
nitee, or Indemnitee shall have been advised by his counsel
that it would constitute a conflict of interest for the same
counsel to represent both him and Hilton in such action, or if
the Indemnitee may have separate or additional defenses with
regard to such action, Indemnitee shall have the right to em-
ploy his own counsel reasonably satisfactory to Hilton in such
action, in which event Hilton shall reimburse Indemnitee for
all reasonable legal fees and expenses incurred by him in con-
nection with the defense thereof. Hilton shall in no event be
liable for any settlement of any action effected without its
prior written consent (which consent shall not be unreasonably
withheld). Hilton shall not settle any Claim in any manner
that would impose any expense, penalty, obligation or limita-
tion on Indemnitee, or would contain language (other than a
recitation of any amounts to be paid in settlement) that could
reasonably be viewed as an acknowledgment of wrongdoing on the
part of the Indemnitee or as materially detrimental to the rep-
utation of the Indemnitee, without Indemnitee's prior written
consent (which consent shall not be unreasonably withheld).
(c) The Indemnitee's right to indemnification in
Section 2 of this Agreement shall include the right of Indemni-
tee to be advanced by Hilton any Expenses incurred in connec-
tion with any Indemnifiable Event as such expenses are incurred
by Indemnitee; provided, however, that all amounts advanced in
respect of such Expenses shall be repaid to Hilton by Indemni-
tee if it shall ultimately be determined in a final judgment
that Indemnitee is not entitled to be indemnified for such
Expenses.
3. Partial Indemnity, Etc. If Indemnitee is en-
titled under any provision of this Agreement to indemnification
by Hilton for some or a portion of any Loss, but not for all of
the total amount thereof, Hilton shall nevertheless indemnify
Indemnitee for the portion thereof to which Indemnitee is en-
titled. Moreover, notwithstanding any other provision of this
Agreement, to the extent that Indemnitee has been successful on
the merits or
-2-<PAGE>
otherwise in defense of any or all Claims relating in whole or
in part to an Indemnifiable Event or in defense of any issue or
matter therein, including dismissal without prejudice,
Indemnitee shall be indemnified against all Expenses incurred
in connection therewith.
4. No Presumptions. For purposes of this Agree-
ment, the termination of any claim, action, suit or proceeding,
by judgment, order, settlement (whether with or without court
approval), or upon a plea of nolo contendere, or its equiva-
lent, shall not create a presumption that Indemnitee did not
meet any particular standard of conduct or have any particular
belief or that a court has determined that indemnification is
not permitted by applicable law.
5. Nonexclusivity, Etc. The rights of Indemnitee
hereunder shall be in addition to any other rights Indemnitee
may have under any by-law, insurance policy, Delaware General
Corporation Law, or otherwise. To the extent that a change in
applicable law (whether by statute or judicial decision) would
permit greater indemnification by agreement than would be af-
forded currently under this Agreement, it is the intent of the
parties hereto that Indemnitee shall enjoy by this Agreement
the greater benefits so afforded by such change.
6. Amendments, Etc. No supplement, modification or
amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing
waiver.
7. Subrogation. In the event of payment under this
Agreement, Hilton shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee, and
Indemnitee shall execute all papers required and shall do
everything that may be necessary to secure such rights, includ-
ing the execution of such documents necessary to enable Hilton
effectively to bring suit to enforce such rights.
8. No Duplication of Payments. Hilton shall not be
liable under this Agreement to make any payment in connection
with a Claim made against Indemnitee to the extent Indemnitee
has otherwise actually received payment (under any insurance
policy, by-law or otherwise) of the amounts otherwise indemni-
fiable hereunder provided that, if Indemnitee for any reason is
required to disgorge any payment actually received by him,
Hilton shall be obligated to pay such amount to Indemnitee in
accordance with the other terms of this Agreement (i.e., dis-
regarding the terms of this Section 8).
9. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Delaware, without giving effect to principles of conflicts of
laws.
-3-<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.
HILTON HOTELS CORPORATION
By:_____________________________
Name:
Title:
_________________________________
NOMINEE
-4-
EXHIBIT (g)(5)
HILTON HOTELS CORPORATION
HLT CORPORATION
9336 CIVIC CENTER DRIVE
BEVERLY HILLS, CALIFORNIA 90210
February 11, 1997
BY HAND
ITT Corporation
1330 Avenue of the Americas
New York, NY 10019-5490
Attn: Secretary
Notice of Intention to Present Business at
the Annual Meeting of ITT Corporation By
Hilton Hotels Corporation and HLT Corporation
Dear Sir:
Hilton Hotels Corporation, a Delaware corporation
("Hilton"), is the record owner of 1,000 shares of the common
stock, no par value (the "Shares"), of ITT Corporation, a Ne-
vada corporation (the "Company"), and is the beneficial owner
of 315,500 Shares (including 100 Shares held of record by HLT
(as defined herein)). HLT Corporation, a Delaware corporation
and a wholly owned subsidiary of Hilton ("HLT"), is the record
owner of 100 Shares. This notice (the "Notice") of the inten-
tion of Hilton and HLT to present business at the 1997 Annual
Meeting of Stockholders of the Company, at any adjournments or
postponements thereof and at any special meeting held in lieu
thereof (the "Annual Meeting"), is delivered pursuant to Sec-
tion 1.3(b) of the Amended and Restated Bylaws (the "Bylaws")
of the Company (the "Notice Requirements").
Pursuant to the Notice Requirements, set forth herein
is: (i) a brief description of the business desired to be
brought before the Annual Meeting (which consists of the Pro-
posals (as defined below)) and the reasons for presenting the
Proposals at the Annual Meeting; (ii) the name and address of<PAGE>
ITT Corporation
February 11, 1997
Page 2
Hilton and HLT, the stockholders who intend to present the Pro-
posals; (iii) a representation that Hilton and HLT are holders
of record of Shares entitled to vote at the Annual Meeting with
respect to the Proposals and intend to appear in person or by
proxy at the Annual Meeting to propose the Proposals; and (iv)
a brief description of the material interests of Hilton and HLT
in the Proposals.
Please be advised that Hilton and HLT intend to
present a resolution (the "Bylaws Proposal") for adoption by
the stockholders of the Company at the Annual Meeting, as fol-
lows:
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.
Please also be advised that Hilton and HLT intend to
present a resolution (the "Sale Resolution," and together with
the Bylaws Proposal, the "Proposals"), for adoption by the
stockholders of the Company at the Annual Meeting, as follows:
RESOLVED, that the stockholders of ITT Corpora-
tion ("ITT") urge the ITT Board of Directors to ar-
range for the sale of ITT to Hilton Hotels Corpora-
tion ("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).
Hilton and HLT each hereby represents that it is the
holder of record of stock of the Company entitled to vote at
the Annual Meeting and that it intends to appear in person or
by proxy at the Annual Meeting to propose the Proposals. The
address of each of Hilton and HLT is 9336 Civic Center Drive,
Beverly Hills, California 90210.
The information included herein represents Hilton's
and HLT's respective best knowledge as of the date hereof.
Each of Hilton and HLT reserves the right, in the event any
such information shall be or become inaccurate, to provide cor-
rective information to the Company as soon as reasonably prac-
ticable, although Hilton and HLT do not commit to update any
information which may change from and after the date hereof.<PAGE>
ITT Corporation
February 11, 1997
Page 3
Reasons for the Proposals
On January 27, 1997, Hilton made a proposal to ac-
quire all of the outstanding Shares in a two-step transaction.
In accordance with such proposal, on January 31, 1997, HLT com-
menced a tender offer to purchase (the "Offer to Purchase") (i)
61,145,475 Shares or such greater number of Shares which, when
added to the number of Shares beneficially owned by HLT and its
affiliates, constitutes a majority of the total number of
Shares outstanding on a fully diluted basis as of the expira-
tion date of the Offer (as defined herein), and (ii) unless and
until validly redeemed by the Board of Directors of the Company
(the "Board"), the Series A Participating Cumulative Preferred
Stock Purchase Rights (the "Rights") associated therewith and
issued pursuant to the Rights Agreement, dated as of November
1, 1995, between the Company and The Bank of New York, as
Rights Agent, at a price of $55 per Share (including associated
Right), net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the
Offer to Purchase and in the related letter of transmittal
(which, as amended from time to time, together constitute the
"Offer"). The purpose of the Offer is for Hilton to acquire
control of, and ultimately the entire equity interest in, the
Company. Hilton also has proposed a merger in which Hilton or
HLT or another wholly owned subsidiary of Hilton would acquire
the remaining Shares in exchange for shares of Hilton common
stock, par value $2.50 per share ("Hilton Common Stock").
Under the terms of Hilton's proposal, the Company
would, as soon as practicable following consummation of the
Offer, consummate a merger with Hilton or HLT or another wholly
owned subsidiary of Hilton (the "Proposed Hilton Merger"). At
the effective time of the Proposed Hilton Merger, each Share
that is issued and outstanding immediately prior to the effec-
tive time (other than Shares held in the treasury of the Com-
pany or owned by Hilton, HLT or any direct or indirect wholly
owned subsidiary of Hilton) would be converted into such number
of shares of Hilton Common Stock with a value of $55 per Share,
subject to appropriate collar provisions. At any time and from
time to time, the period of time during which the Offer is open
may be extended for any reason, and because the timing of the
Offer and the Proposed Hilton Merger is dependent on a variety
of factors, it is likely that the Offer could be extended be-
yond the current expiration date. The Offer is currently
scheduled to expire at 12:00 Midnight, New York City time, on
Friday, February 28, 1997. Further information concerning the
Offer is contained in the Offer to Purchase, which is an ex-
hibit to the Tender Offer Statement on Schedule 14D-1 filed by
Hilton and HLT with the Securities and Exchange Commission
(each of which is hereby incorporated herein by reference).<PAGE>
ITT Corporation
February 11, 1997
Page 4
The Offer is subject to a number of conditions in-
cluding, without limitation, the Rights Condition, the Business
Combination Condition and the Control Share Condition (each as
defined in the Offer to Purchase), which can be satisfied by
the Board. The current Directors of the Company have not indi-
cated whether or when they will take action to satisfy these
conditions. If the Board does not take action to satisfy these
conditions, Hilton and HLT will be proposing the Sale Resolu-
tion for adoption by the stockholders of the Company at the
Annual Meeting. The Sale Resolution is intended to facilitate
satisfaction of the Rights Condition, the Business Combination
Condition and the Control Share Condition by demonstrating to
the Board the support of the stockholders of the Company for
the Offer and the Proposed Hilton Merger.
Additionally, the Board has declined to indicate that
it will refrain from taking action designed to nullify actions
of the stockholders of the Company with respect to the Offer or
the Proposed Hilton Merger, or create obstacles to the Offer
and the Proposed Hilton Merger. If the Board does take such
action in the form of amendments to the Bylaws, Hilton and HLT
will be proposing the Bylaws Proposal at the Annual Meeting for
adoption by the stockholders of the Company to prevent the
Board from taking action (or if the Board takes or has taken
such action, to repeal such action) to amend the Bylaws to at-
tempt to nullify the actions taken or to be taken by the stock-
holders of the Company with respect to the Offer or the Pro-
posed Hilton Merger or to create new obstacles to the Offer or
the Proposed Hilton Merger.
Interests of Hilton and HLT in the Proposals
As of the close of business on the date of this No-
tice, Hilton is the beneficial owner of 315,500 Shares (in-
cluding 100 Shares held of record by HLT) and HLT is the ben-
eficial owner of 100 Shares. Additionally, Hilton and HLT have
a material interest in the Proposals by virtue of the Offer and
the Proposed Merger as described above.
By separate notice delivered to the Company concur-
rently with this Notice, Hilton and HLT have advised the Com-
pany of their intention to nominate specified individuals for
election to the Board at the Annual Meeting. These individuals
are expected, subject to their fiduciary duties, to support the
Offer and the Proposed Hilton Merger.<PAGE>
IN WITNESS WHEREOF, Hilton Hotels Corporation has
hereby caused this Notice to be executed this eleventh day of
February, 1997 by its duly authorized officer.
HILTON HOTELS CORPORATION
By: /s/ Matthew J. Hart
Name: Matthew J. Hart
Title: Executive Vice President<PAGE>
IN WITNESS WHEREOF, HLT Corporation has hereby caused
this Notice to be executed this eleventh day of February, 1997
by its duly authorized officer.
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
