SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 7)
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 waiting period under the HSR Act expired at 11:59 pm.
New York City time on February 27, 1997.
The Purchaser has extended the Offer until 12:00 midnight,
New York City time, on Friday, March 28, 1997.
The full text of a press release, dated February 28, 1997,
issued by Parent with respect to the expiration of the waiting
period under the HSR Act and the extension of the Offer is
filed herewith as Exhibit (a)(12) and is incorporated herein by
reference.
The first sentence of the first paragraph of the cover
page of the Offer to Purchase is hereby amended to read as fol-
lows:
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS,
(1) THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR
TO THE EXPIRATION DATE A NUMBER OF SHARES, INCLUDING THE
RIGHTS ASSOCIATED THEREWITH, WHICH WHEN ADDED TO THE NUM-
BER OF SHARES (AND RIGHTS) BENEFICIALLY OWNED BY HLT COR-
PORATION (THE "PURCHASER") AND ITS AFFILIATES, CONSTITUTES<PAGE>
A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES (AND
RIGHTS) OF ITT CORPORATION (THE "COMPANY") ON A FULLY DI-
LUTED BASIS, (2) THE RIGHTS HAVING BEEN REDEEMED BY THE
BOARD OF DIRECTORS OF THE COMPANY OR THE PURCHASER BEING
SATISFIED THAT THE RIGHTS HAVE BEEN INVALIDATED OR ARE
OTHERWISE INAPPLICABLE TO THE OFFER AND THE PROPOSED
MERGER, (3) THE PURCHASER BEING SATISFIED THAT THE NEVADA
CONTROL SHARE ACQUISITION STATUTE SHALL BE INAPPLICABLE TO
THE OFFER AND THE PROPOSED MERGER, (4) THE PURCHASER BEING
SATISFIED THAT THE NEVADA BUSINESS COMBINATION STATUTE
SHALL BE INAPPLICABLE TO THE OFFER AND THE PROPOSED
MERGER, AND (5) THE PURCHASER BEING SATISFIED THAT ALL
MATERIAL GAMING APPROVALS HAVE BEEN OBTAINED ON TERMS SAT-
ISFACTORY TO THE PURCHASER.
The first sentence of the ninth full paragraph of the
"Introduction" of the Offer to Purchase is hereby amended to
read as follows:
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS,
(1) THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR
TO THE EXPIRATION DATE A NUMBER OF SHARES, INCLUDING THE
RIGHTS ASSOCIATED THEREWITH, WHICH WHEN ADDED TO THE NUM-
BER OF SHARES (AND RIGHTS) BENEFICIALLY OWNED BY THE PUR-
CHASER AND ITS AFFILIATES, CONSTITUTES A MAJORITY OF THE
TOTAL NUMBER OF OUTSTANDING SHARES (AND RIGHTS) OF THE
COMPANY ON A FULLY DILUTED BASIS (THE "MINIMUM CONDI-
TION"), (2) THE RIGHTS HAVING BEEN REDEEMED BY THE BOARD,
OR THE PURCHASER BEING SATISFIED THAT THE RIGHTS HAVE BEEN
INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO THE OFFER AND
THE PROPOSED MERGER (THE "RIGHTS CONDITION"), (3) THE PUR-
CHASER BEING SATISFIED THAT THE NEVADA CONTROL SHARE AC-
QUISITION STATUTE SHALL BE INAPPLICABLE TO THE OFFER AND
THE PROPOSED MERGER (THE "CONTROL SHARE CONDITION"), (4)
THE PURCHASER BEING SATISFIED THAT THE NEVADA BUSINESS
COMBINATION STATUTE SHALL BE INAPPLICABLE TO THE OFFER AND
THE PROPOSED MERGER (THE "BUSINESS COMBINATION CONDI-
TION"), AND (5) THE PURCHASER BEING SATISFIED THAT ALL
MATERIAL GAMING APPROVALS (AS DEFINED HEREIN) HAVE BEEN
OBTAINED ON TERMS SATISFACTORY TO THE PURCHASER (THE "GAM-
ING CONDITION").
The first sentence of the fourteenth full paragraph
of the "Introduction" of the Offer to Purchase is hereby
amended to read as follows:
The Offer is conditioned upon the Rights having been
redeemed by the Board, or the Purchaser being satisfied
-2-<PAGE>
that the Rights have been invalidated or are otherwise
inapplicable to the Offer and the Proposed Merger.
The first sentence of the twenty-fifth full paragraph
of the "Introduction" of the Offer to Purchase is hereby
amended to read as follows:
The Control Share Condition requires that the Pur-
chaser be satisfied that Sections 78.378 to 78.3793 of the
NGCL (the "Nevada Control Share Acquisition Statute")
shall be inapplicable to the Offer and the Proposed
Merger.
The third sentence of the twenty-eighth full para-
graph of the "Introduction" of the Offer to Purchase is hereby
amended to read as follows:
The Control Share Condition would be satisfied if the
Bylaws were amended such that, on the tenth day following
consummation of the Offer, the Bylaws provide that the
provisions of the Nevada Control Share Acquisition Statute
do not apply, or if the Purchaser were satisfied that the
Nevada Control Share Acquisition Statute was invalid or
its restrictions were otherwise inapplicable to the Pur-
chaser in connection with the Offer and the Proposed
Merger for any reason, including, without limitation,
those specified in the Nevada Control Share Acquisition
Statute.
The first sentence of the twenty-ninth full paragraph
of the "Introduction" of the Offer to Purchase is hereby
amended to read as follows:
The Business Combination Condition requires that the
Purchaser be satisfied that Sections 78.411 to 78.444 of
the NGCL (the "Nevada Business Combination Statute") are
inapplicable to the Offer and the Proposed Merger.
The thirty-third full paragraph of the "Introduction"
of the Offer to Purchase is hereby amended to read as follows:
The Business Combination Condition would be satisfied
if the Board approved the Offer and the Proposed Merger
prior to consummation of the Offer and the Proposed Merger
or if the Purchaser were satisfied that the Nevada Busi-
ness Combination Statute was invalid or its restrictions
were otherwise inapplicable to the Purchaser in connection
with the Offer and the Proposed Merger for any reason,
including, without limitation, those specified in the Ne-
vada Business Combination Statute.
-3-<PAGE>
The first sentence of the thirty-fourth full para-
graph of the "Introduction" of the Offer to Purchase is hereby
amended to read as follows:
The Gaming Condition requires that the Purchaser be
satisfied that all material consents, approvals, orders or
authorizations of, or registrations, declarations or fil-
ing with, any governmental authority with jurisdiction in
respect of the Company's active gaming operations required
or necessary in connection with the Offer, the Proposed
Merger and the transactions contemplated thereunder (in-
cluding the changes in the composition of the Board
brought about by the nomination and solicitation by Parent
of proxies for the election of the Parent Nominees) have
been obtained and are in full force and effect and, in the
case of New Jersey, that the New Jersey Casino Control
Commission (the "CCC") has approved all arrangements with
respect to a trust holding Shares (or, if approved by the
New Jersey authorities, shares of a subsidiary of the Com-
pany) and that the directors of the Purchaser have been
qualified, on a permanent or temporary basis, to serve as
directors of a company (including the Company) that either
directly or through its subsidiary holds a New Jersey ca-
sino license (collectively, the "Gaming Approvals").
The second sentence of the first paragraph of Section
2 ("Acceptance for Payment and Payment for Shares") of the Of-
fer to Purchase is hereby amended to read as follows:
Any determination concerning the satisfaction of such
terms and conditions shall be within the reasonable dis-
cretion of the Purchaser.
The introductory clause of the first full paragraph
of Section 14 ("Certain Conditions of the Offer") of the Offer
to Purchase is hereby amended to read as follows:
Notwithstanding any other provisions of the Offer,
and in addition to (and not in limitation of) the
Purchaser's rights to extend and amend the Offer at any
time, in its sole discretion, the Purchaser shall not be
required to accept for payment or, subject to any ap-
plicable rules and regulations of the Commission, includ-
ing Rule 14e-1(c) under the Exchange Act (relating to the
Purchaser's obligation to pay for or return tendered
Shares promptly after termination or withdrawal of the
Offer), pay for, and may delay the acceptance for payment
of or, subject to the restriction referred to above, the
payment for, any tendered Shares, and may terminate the
Offer, if (i) at or prior to the Expiration Date, any one
-4-<PAGE>
or more of the Minimum Condition, the Rights Condition,
the Control Share Condition, the Business Combination Con-
dition and the Gaming Condition has not been satisfied, or
(ii) at any time on or after January 27, 1997 and prior to
the Expiration Date (or, in the case of subparagraph (a)
below, at any time on or after January 27, 1997 and prior
to the time of payment for any such Shares (whether or not
any Shares have theretofore been accepted for payment pur-
suant to the Offer)), any of the following events shall
occur or shall be determined by the Purchaser to have oc-
curred:
Part (a) of the first full paragraph of Section 14
("Certain Conditions of the Offer") of the Offer to Purchase is
hereby amended to read as follows:
(a) there shall be threatened, instituted or pending
any action or proceeding by any government or governmental
authority or agency, domestic or foreign, or by any other
person, domestic or foreign, (i) (A) challenging or seek-
ing to make illegal, to delay or otherwise directly or
indirectly to restrain or prohibit the making of the Of-
fer, the acceptance for payment of, or payment for, some
or all the Shares by the Purchaser or Parent or any other
affiliates of Parent or the consummation by the Purchaser
or Parent or any other affiliates of Parent of the Pro-
posed Merger or other business combination with the Com-
pany, (B) seeking to obtain damages in connection there-
with or (C) otherwise directly or indirectly relating to
the transactions contemplated by the Offer, the Proposed
Merger or any such business combination, (ii) seeking to
prohibit the ownership or operation by Parent, the Pur-
chaser or any other affiliates of Parent of all or any
portion of the business or assets of the Company and its
subsidiaries or of the Purchaser, or to compel Parent, the
Purchaser or any other affiliates of Parent to dispose of
or hold separately all or any portion of the business or
assets of the Purchaser or the Company or any of its sub-
sidiaries or seeking to impose any limitation on the abil-
ity of Parent, the Purchaser or any other affiliates of
Parent to conduct their respective businesses or own such
assets, (iii) seeking to impose or confirm limitations on
the ability of Parent, the Purchaser or any other affili-
ates of Parent effectively to exercise full rights of own-
ership of the Shares or Rights, including, without limita-
tion, the right to vote any Shares acquired by any such
person on all matters properly presented to the Company's
stockholders, (iv) seeking to require divestiture by Par-
ent, the Purchaser or any other affiliates of Parent of
any Shares, (v) which otherwise might materially adversely
-5-<PAGE>
affect Parent, the Purchaser or any other affiliates of
Parent or the value of the Shares or (vi) which otherwise
might materially adversely affect the business, proper-
ties, assets, liabilities, capitalization, stockholders'
equity, condition (financial or otherwise), operations,
licenses or franchises, results of operations or prospects
of the Company or any of its subsidiaries, joint ventures
or partnerships; provided that the condition specified in
this paragraph (a) shall not be deemed to exist by reason
of any court proceeding pending on the date hereof and
known to the Purchaser, unless there is any adverse devel-
opment in any such proceeding after the date hereof, or
before the date hereof if not known to the Purchaser on
the date hereof, which might, directly or indirectly, re-
sult in any of the consequences referred to in clauses (i)
through (vi) above;
Part (b) of the first full paragraph of Section 14
("Certain Conditions of the Offer") of the Offer to Purchase is
hereby amended to read as follows:
(b) there shall be any action taken or any statute,
rule, regulation, interpretation, judgment, order or in-
junction proposed, enacted, enforced, promulgated,
amended, issued or deemed applicable (i) to the Purchaser,
Parent or any affiliate of Parent or (ii) to the Offer or
the Proposed Merger or other business combination by the
Purchaser or Parent or any affiliate of Parent with the
Company, by any court, government or governmental, admin-
istrative or regulatory authority or agency, domestic or
foreign, which might directly or indirectly result in any
of the consequences referred to in clauses (i) through
(vi) of paragraph (a) above;
Part (c) of the first full paragraph of Section 14
("Certain Conditions of the Offer") of the Offer to Purchase is
hereby amended to read as follows:
(c) any change (or any condition, event or development
involving a prospective change) shall have occurred or
been threatened in the business, properties, assets, li-
abilities, capitalization, stockholders' equity, condition
(financial or otherwise), operations, licenses, fran-
chises, permits, permit applications, results of opera-
tions or prospects of the Company or any of its subsidiar-
ies which is or may be materially adverse, or the Pur-
chaser shall have become aware of any fact which has or
may have material adverse significance with respect to
either the value of the Company or any of its subsidiaries
or the value of the Shares to the Purchaser;
-6-<PAGE>
Part (d) of the first full paragraph of Section 14
("Certain Conditions of the Offer") of the Offer to Purchase is
hereby amended to read as follows:
(d) there shall have occurred (i) any general suspen-
sion of trading in, or limitation on prices for, securi-
ties on the NYSE, for a period in excess of three hours
(excluding suspensions or limitations resulting solely
from physical damage or interference with the NYSE not
related to market conditions), (ii) a declaration of a
banking moratorium or any suspension of payments in re-
spect of banks by federal or state authorities in the
United States, (iii) any limitation (whether or not manda-
tory) by any governmental authority or agency on, or other
event which might materially adversely affect the exten-
sion of credit by banks or other lending institutions,
(iv) commencement of a war, armed hostilities or other
national or international calamity directly or indirectly
involving the United States, (v) a material change in
United States or any other currency exchange rates or a
suspension of, or limitation on, the markets therefor,
(vi) any decline in either the Dow Jones Industrial Aver-
age or the Standard & Poor's Index of 500 Industrial Com-
panies by an amount in excess of 15% measured from the
close of business on January 27, 1997 or (vii) in the case
of any of the foregoing existing on January 27, 1997, a
material acceleration or worsening thereof;
Part (f) of the first full paragraph of Section 14
("Certain Conditions of the Offer") of the Offer to Purchase is
hereby amended to read as follows:
(f) a tender or exchange offer for any Shares shall be
made or publicly proposed to be made by any other person
(including the Company or any of its subsidiaries or af-
filiates) or it shall be publicly disclosed or the Pur-
chaser shall otherwise learn that (i) any person, entity
(including the Company or any of its subsidiaries) or
"group" (within the meaning of Section 13(d)(3) of the
Exchange Act) shall have acquired or proposed to acquire
beneficial ownership of more than 5% of any class or se-
ries of capital stock of the Company (including the
Shares), through the acquisition of stock, the formation
of a group or otherwise, or shall have been granted any
right, option or warrant, conditional or otherwise, to
acquire beneficial ownership of more than 5% of any class
or series of capital stock of the Company (including the
Shares) other than acquisitions for bona fide arbitrage
purposes only and except as disclosed in a Schedule 13D or
Schedule 13G on file with the Commission on the date of
-7-<PAGE>
this Offer to Purchase, (ii) any such person, entity or
group, which before the date of this Offer to Purchase,
had filed such a Schedule with the Commission has acquired
or proposes to acquire, through the acquisition of stock,
the formation of a group or otherwise, beneficial owner-
ship of an additional 1% or more of any class or series of
capital stock of the Company (including the Shares), or
shall have been granted any right, option or warrant,
conditional or otherwise, to acquire beneficial ownership
of an additional 1% or more of any class or series of
capital stock of the Company (including the Shares), (iii)
any person or group shall enter into a definitive
agreement or an agreement in principle or make a proposal
with respect to a tender offer or exchange offer or a
merger, consolidation or other business combination with
or involving the Company, or (iv) any person shall file a
Notification and Report Form under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR
Act") or make a public announcement reflecting an intent
to acquire the Company or any assets or securities of the
Company;
The concluding clause of the first full paragraph of
Section 14 ("Certain Conditions of the Offer") of the Offer to
Purchase is hereby amended to read as follows:
which the Purchaser determines in any such case, and
regardless of the circumstances (including any action or
inaction by the Purchaser or any of its affiliates) giving
rise to any such condition, makes it inadvisable to
proceed with the Offer and/or with such acceptance for
payment or payment.
The first sentence of the second full paragraph of
Section 14 ("Certain Conditions of the Offer") of the Offer to
Purchase is hereby amended to read as follows:
The foregoing conditions are for the sole benefit
of the Purchaser and may be asserted by the Purchaser, in
its reasonable discretion, regardless of the circumstances
(including any action or omission by the Purchaser) giving
rise to any such conditions or may be waived by the Pur-
chaser, in its sole discretion, in whole or in part, at
any time and from time to time. The failure by the Pur-
chaser at any time to exercise any of the foregoing rights
shall not be deemed a waiver of any such right and each
such right shall be deemed an ongoing right which may be
asserted at any time and from time to time. Any determina-
tion by the Purchaser concerning any condition or event
-8-<PAGE>
described in this Section 14 shall be final and binding
upon all parties.
The third sentence of the eighteenth full paragraph
of Section 15 ("Certain Legal Matters; Regulatory Approvals")
of the Offer to Purchase is hereby amended to read as follows:
The Control Share Condition would be satisfied if the
Bylaws were amended such that, on the tenth day following
consummation of the Offer, the Bylaws provide that the
provisions of the Nevada Control Share Acquisition Statute
do not apply, or, if the Purchaser were satisfied that the
Nevada Control Share Acquisition Statute was invalid or
its restrictions were otherwise inapplicable to the
Purchaser in connection with the Offer and the Proposed
Merger for any reason, including, without limitation,
those specified in the Nevada Control Share Acquisition
Statute.
The twentieth full paragraph of Section 15 ("Certain
Legal Matters; Regulatory Approvals") of the Offer to Purchase
is hereby amended to read as follows:
The Business Combination Condition would be satisfied
if the Board approved the Offer and the Proposed Merger
prior to consummation of the Offer and the Proposed Merger
or if the Purchaser were satisfied that the Nevada
Business Combination Statute was invalid or its
restrictions were otherwise inapplicable to the Purchaser
in connection with the Offer and the Proposed Merger for
any reason, including, without limitation, those specified
in the Nevada Business Combination Statute.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(12) Press Release, dated February 28, 1997, issued by
Parent.
-9-<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 28, 1997
HILTON HOTELS CORPORATION
By: /s/ Matthew J. Hart
Name: Matthew J. Hart
Title: Executive Vice President
and Chief Financial Officer
-10-<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 28, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-11-<PAGE>
EXHIBIT INDEX
Exhibit Description
(a)(12) Press Release, dated February 28, 1997, issued by
Parent.<PAGE>
EXHIBIT (A)(12)
[HILTON LOGO]
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 ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO
WAITING PERIOD; EXTENDS TENDER OFFER FOR ITT STOCK
Beverly Hills, California, February 28, 1997 --
Hilton Hotels Corporation (NYSE:HLT) said today that the
waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act expired at midnight last night, February 27.
This satisfies one condition of Hilton's cash tender offer for
shares of ITT Corporation (NYSE:ITT), and represents another
steps toward the completion of a Hilton-ITT combination.
Hilton also today extended its cash tender offer for
50.1 percent of the shares of ITT at $55 per share. The offer,
which originally had an expiration date of February 28, is now
scheduled to expire at 12 midnight, New York City time, on
Friday, March 28, 1997, unless again extended. To date,
approximately 710,000 ITT shares have been tendered.
Hilton's offer of $55 per share represents a premium
of 29 percent over the closing price for 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 $55 per ITT share, subject to
appropriate collar provisions. ITT has approximately 122.7
million shares on a fully diluted basis, giving the transaction
a total net equity value of approximately $6.5 billion.
The complete terms and conditions of the tender offer
are set forth in the offering documents filed January 31 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
Information Agent.
# # #
WORLD HEADQUARTERS
9336 Civic Center Drive, Beverly Hills, California 90210
Telephone 310-205-4545
Reservations 1-800-HILTONS
