SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 14)
Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
_______________________
ITT CORPORATION
(Name of Subject Company)
HILTON HOTELS CORPORATION
HLT CORPORATION
(Bidders)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
450912100
(CUSIP Number of Class of Securities)
MATTHEW J. HART
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
HILTON HOTELS CORPORATION
9336 CIVIC CENTER DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(310) 278-4321
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidders)
WITH A COPY TO:
STEVEN A. ROSENBLUM
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 403-1000<PAGE>
This Statement amends and supplements the Tender Of-
fer Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission on January 31, 1997, as previously amended
(the "Schedule 14D-1"), relating to the offer by HLT Corpora-
tion, a Delaware corporation (the "Purchaser") and a wholly
owned subsidiary of Hilton Hotels Corporation, a Delaware cor-
poration ("Parent"), to purchase (i) 61,145,475 shares of Com-
mon Stock, no par value (the "Common Stock"), of ITT Corpora-
tion, a Nevada corporation (the "Company"), or such greater
number of shares of Common Stock which, when added to the num-
ber of shares of Common Stock owned by the Purchaser and its
affiliates, constitutes a majority of the total number of
shares of Common Stock outstanding on a fully diluted basis as
of the expiration of the Offer, and (ii) unless and until val-
idly redeemed by the Board of Directors of the Company, the
Series A Participating Cumulative Preferred Stock Purchase
Rights (the "Rights") associated therewith, upon the terms and
subject to the conditions set forth in the Offer to Purchase,
dated January 31, 1997 (the "Offer to Purchase"), and in the
related Letter of Transmittal, at a purchase price of $55 per
share (and associated Right), net to the tendering stockholder
in cash, without interest thereon. Capitalized terms used and
not defined herein shall have the meanings assigned such terms
in the Offer to Purchase and the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
On April 29, 1997, the United States Court of Appeals for
the Ninth Circuit (the "Appeals Court") issued an order setting
the briefing schedule for the appeal of the Nevada court's
order denying the Meeting Motion. The full text of the Appeals
Court's order is filed herewith as Exhibit (g)(17) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(17) Appeals Court's order, dated April 29, 1997.<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: April 30, 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: April 30, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-3-<PAGE>
EXHIBIT INDEX
Exhibit Description
(g)(17) Appeals Court's order, dated April 29, 1997.
EXHIBIT (g) (17)
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
HILTON HOTELS CORPORATION; et al., ) No. 97-15702
)
Plaintiffs/Counter-Defendants/ ) DC# CV 97-95-PMP
Appellants, ) Nevada (Las Vegas)
)
vs. ) ORDER
)
ITT CORPORATION, )
)
Defendant/Counter-Claimant/ )
Appellee. )
)
Before: BROWING, THOMPSON and HAWKINS, Circuit Judges
Appellants' emergency motion to expedite this appeal
more rapidly than required by Ninth Circuit Rule 3-3, or for an
injunction pending appeal, is denied.
The appeal filed April 22, 1997 is a preliminary
injunction appeal. Accordingly, Ninth Circuit Rule 3-3
applies.
Within 7 days of filing the notice of appeal, the
parties shall make arrangements to obtain from the court
reporter an official transcript of proceedings in the district
court which will be included in the record on appeal. See 9th
Cir. R. 3-3.
The briefing schedule is set as follows: the
answering brief is due May 27, 1997; and the optional reply
brief is due within 14 days of service of the answering brief.
The appeal and any motions pending at the time
briefing is completed shall be referred to the next available
motions panel for disposition.
