SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 45)
Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
_______________________
ITT CORPORATION
(Name of Subject Company)
HILTON HOTELS CORPORATION
HLT CORPORATION
(Bidders)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
450912100
(CUSIP Number of Class of Securities)
MATTHEW J. HART
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
HILTON HOTELS CORPORATION
9336 CIVIC CENTER DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(310) 278-4321
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidders)
With a copy to:
STEVEN A. ROSENBLUM
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 403-1000<PAGE>
This Statement amends and supplements the Tender Of-
fer Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission on January 31, 1997, as previously amended
(the "Schedule 14D-1"), relating to the offer by HLT Corpora-
tion, a Delaware corporation (the "Purchaser") and a wholly
owned subsidiary of Hilton Hotels Corporation, a Delaware cor-
poration ("Parent"), to purchase (i) 65,000,000 shares of Com-
mon Stock, no par value (the "Common Stock") of ITT Corpora-
tion, a Nevada corporation (the "Company"), and (ii) unless and
until validly redeemed by the Board of Directors of the Com-
pany, the Series A Participating Cumulative Preferred Stock
Purchase Rights (the "Rights") associated therewith, upon the
terms and subject to the conditions set forth in the Offer to
Purchase, dated January 31, 1997 (the "Offer to Purchase"), and
in the related Letter of Transmittal, at a purchase price of
$80 per share (and associated Right), net to the tendering
stockholder in cash, without interest thereon. Capitalized
terms used and not defined herein shall have the meanings as-
signed such terms in the Offer to Purchase and the Schedule
14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(48) Press Release of Parent, dated November 12, 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: November 12, 1997
HILTON HOTELS CORPORATION
By: /s/ Matthew J. Hart
Name: Matthew J. Hart
Title: Executive Vice President
and Chief Financial Officer
-2-<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and be-
lief, I certify that the information set forth in this state-
ment is true, complete and correct.
Dated: November 12, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-3-<PAGE>
EXHIBIT INDEX
Exhibit Description
(a)(48) Press Release of Parent, dated November 12, 1997.<PAGE>
EXHIBIT (A)(48)
Contact: Marc A. Grossman
Sr. Vice President -
Corporate Affairs
310-205-4030/212-371-5999
Kathy Shepard
VP-Corporate
Communications
310-205-7676/212-371-5999
Geoff Davis
Director -
Investor Relations
310-205-4541/212-371-5999
FOR IMMEDIATE RELEASE
HILTON'S SLATE OF NOMINEES FOR ITT CORPORATION IS
APPARENTLY DEFEATED
NEW YORK CITY, November 12, 1997 -- Hilton Hotels Corporation
said today that its slate of nominees to the Board of Directors of
ITT Corporation was apparently defeated at ITT's annual meeting.
Hilton issued the following statement:
"While the result, if confirmed, is disappointing and runs
counter to the interests of ITT's shareholders, the fact is that
the shareholders -- the owners of the company -- have spoken. In
accordance with the terms of our offer, if the results are
confirmed, Hilton's bid will be automatically withdrawn.
"Despite the results of the election, we take pride in having
fought long and hard to bring ITT's shareholders the opportunity
to vote at all. More importantly, we did the right thing by our
own shareholders by maintaining the strength and integrity of our
great company by refusing to engage in an unrealistic bidding war.
We look forward to continuing to create maximum value for our
shareholders by successfully implementing our growth strategies,
with a goal of achieving 25% -- plus annual growth in EPS and
EBITDA for the next four to five years."
# # #
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
