SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 25)
Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
_______________________
ITT CORPORATION
(Name of Subject Company)
HILTON HOTELS CORPORATION
HLT CORPORATION
(Bidders)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
450912100
(CUSIP Number of Class of Securities)
MATTHEW J. HART
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
HILTON HOTELS CORPORATION
9336 CIVIC CENTER DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(310) 278-4321
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidders)
With a copy to:
STEVEN A. ROSENBLUM
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 403-1000<PAGE>
This Statement amends and supplements the Tender Of-
fer Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission on January 31, 1997, as previously amended
(the "Schedule 14D-1"), relating to the offer by HLT Corpora-
tion, a Delaware corporation (the "Purchaser") and a wholly
owned subsidiary of Hilton Hotels Corporation, a Delaware cor-
poration ("Parent"), to purchase (i) 61,145,475 shares of Com-
mon Stock, no par value (the "Common Stock"), of ITT Corpora-
tion, a Nevada corporation (the "Company"), or such greater
number of shares of Common Stock which, when added to the num-
ber of shares of Common Stock owned by the Purchaser and its
affiliates, constitutes a majority of the total number of
shares of Common Stock outstanding on a fully diluted basis as
of the expiration of the Offer, and (ii) unless and until val-
idly redeemed by the Board of Directors of the Company, the
Series A Participating Cumulative Preferred Stock Purchase
Rights (the "Rights") associated therewith, upon the terms and
subject to the conditions set forth in the Offer to Purchase,
dated January 31, 1997 (the "Offer to Purchase"), and in the
related Letter of Transmittal, at a purchase price of $55 per
share (and associated Right), net to the tendering stockholder
in cash, without interest thereon. Capitalized terms used and
not defined herein shall have the meanings assigned such terms
in the Offer to Purchase and the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
The Purchaser has extended the Offer until 12:00 midnight,
New York City time, on Monday, September 29, 1997. The full
text of a press release, dated August 29, 1997, issued by Par-
ent with respect to the extension of the Offer is filed here-
with as Exhibit (a)(29) and is incorporated herein by refer-
ence.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(29) Press Release, dated August 29, 1997, issued by
Parent.<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: August 29, 1997
HILTON HOTELS CORPORATION
By: /s/ Matthew J. Hart
Name: Matthew J. Hart
Title: Executive Vice President
and Chief Financial Officer
-2-<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and be-
lief, I certify that the information set forth in this state-
ment is true, complete and correct.
Dated: August 29, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-3-<PAGE>
EXHIBIT INDEX
Exhibit Description
(a)(29) Press Release, dated August 29, 1997, issued by
Parent.
EXHIBIT (A)(29)
[HILTON HOTELS CORPORATION LOGO]
CORPORATE NEWS
Contact: Marc Grossman
Sr. Vice President - Corporate Affairs
310-205-4030
Kathy Shepard
Director - Corporate Communications
310-205-7676
HILTON EXTENDS TENDER OFFER FOR ITT STOCK
BEVERLY HILLS, Calif., August 29, 1997 - Hilton Ho-
tels Corporation (NYSE:HLT) today extended its cash tender
offer for 50.1 percent of the shares of ITT Corporation at
its newly amended price of $70 per share. The offer, which
has an expiration date of August 29, is now scheduled to expire
at 12 midnight, New York City time on September 29, 1997, unless
again extended. To date, approximately 24.5 million ITT shares
have been tendered.
Hilton's offer of $70 per share represents a premium of 64
percent over the closing price of ITT's stock on January 27,
the day Hilton announced its bid to acquire ITT. Following
completion of the tender offer, Hilton intends to consummate
a merger in which all remaining ITT shares would be exchanged
for Hilton stock at $70 per ITT share, subject to appropriate
collar provisions. ITT has approximately 122.7 million
shares outstanding on a fully diluted basis, giving the
transaction a total net equity value of approximately $8.3 billion.
The complete terms and conditions of the newly amended
tender offer are set forth in the offering documents filed
August 7 with the Securities and Exchange Commission. Donaldson,
Lufkin & Jenrette Securities Corporation is acting as Dealer Manager
for the offer and MacKenzie Partners, Inc. is acting as In-
formation Agent.
Separately, with regard to the decision by the United
States District Court for the District of Nevada denying
Hilton's motion requiring ITT to hold its annual meeting in
May, Hilton said today that it has filed an appeal with the
United States Court of Appeals for the Ninth Circuit, as well
as a motion for expedited treatment of that appeal.
# # #
WORLD HEADQUARTERS
9336 Civic Center Drive, Beverly Hills, California 90210
Telephone 310-205-7676
Fax 310-205-7678
E-Mail [email protected]
Internet http:www.hilton.com
Reservations 1-800-HILTONS
