SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 27)
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 $70 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 September 10, 1997, the Nevada Court entered an
order (the "September 10th Order") denying the Company's Motion
to Dismiss Counts III through VII of Hilton's First Amended and
Supplemental Complaint or, in the Alternative, for Partial Sum-
mary Judgment, except to the extent that Hilton's claim for
relief seeking rescission of the FelCor transaction and invalida-
tion of the change of control penalty provisions in ITT's man-
agement agreement with FelCor are dismissed without prejudice
(for the Company's failure to join FelCor as a necessary defen-
dant).
A copy of the September 10th Order is filed herewith
as Exhibit (g)(26) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(26) September 10th Order.<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: September 15, 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: September 15, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-3-<PAGE>
EXHIBIT INDEX
Exhibit Description
(g)(26) September 10th Order.<PAGE>
EXHIBIT (G)(26)
UNITED STATES DISTRICT COURT
DISTRICT OF NEVADA
* * *
HILTON HOTELS CORPORATION and )
HLT CORPORATION, )
)
Plaintiffs, ) CV-S-97-095-PMP (RLH)
)
v. )
) O R D E R
ITT CORPORATION, et al., )
)
Defendants. )
______________________________)
Before the Court for consideration is Defendant ITT's
Motion to Dismiss Counts III through VII of Plaintiff's First
Amended and Supplemental Complaint or, in the Alternative,
for Partial Summary Judgment (#92), filed July 2, 1997.
In its First Amended and Supplemental Complaint (#91),
filed June 25, 1997, Plaintiff Hilton asserts a series of
breach of fiduciary duty claims based upon ITT's alleged
breakup of the Corporation which Hilton maintains is designed
to defeat its tender offer.
ITT first argues that Hilton's claims are not ripe and
that Hilton is seeking an advisory opinion from the Court
regarding certain hypothetical transactions which would argu-
ably breach ITT's fiduciary duties to its shareholders. The
record before the Court, however, indicates that contracts of
the type complained of by Hilton have been entered by ITT.<PAGE>
Discovery in this area is ongoing and the record suggests
that continued discovery is reasonably calculated to lead to
the production of admissible evidence on the issue. Under
the circumstances, Hilton's claims cannot be dismissed as
unripe.
ITT next argues that Hilton's breach of fiduciary duty
claims are derivative rather than direct. Therefore, main-
tains ITT, Hilton's First Amended and Supplemental Complaint
is deficient because it is not verified and because it lacks
particularized allegations of efforts to make a demand on
ITT's Board of Directors. The Court agrees that Hilton's
breach of fiduciary duty claims are derivative and that
Hilton should be required to verify its First Amended and
Supplemental Complaint. The Court concludes, however, that
Hilton should not be required to make particularized allega-
tions of efforts to make a demand on the ITT Board, because
it is clear such a demand would be futile.
The Court rejects ITT's arguments that Counts III and IV
of Hilton's First Amended and Supplemental Complaint failed
to state a claim. The Court also rejects ITT's argument that
Hilton's statutory claim under NRS 78.565 as alleged in Count
V of Hilton's First Amended and Supplemental Complaint is
defective. Hilton's allegation that ITT's plan of spinning
off into three distinct businesses could reasonably be found
-2-<PAGE>
to be a breakup of the company and a sale of substantially
all of ITT's assets is sufficient under NRS 78.565.
ITT next argues that to the extent Counts III through
VII of Hilton's First Amended and Supplemental Complaint
focus on the contract between ITT and FelCor, the claims must
be dismissed for failing to join FelCor as a necessary Defen-
dant under Rule 19(a) of the Federal Rules of Civil Proce-
dure. The Court agrees that to the extent Hilton seeks
rescission of the contract between ITT and FelCor and invali-
dation of certain provisions of ITT's management agreement
with FelCor (Am. Cpl. Sections 69(i) and (j)), FelCor is a
necessary party under Rule 19(a). There is, moreover, a
legitimate issue as to whether this Court has federal
question or diversity jurisdiction over FelCor. The Court
finds that under the circumstances, the remedy warranted is
to dismiss Hilton's claims for relief seeking rescission of
the FelCor transaction and invalidating the change of control
penalty provisions in ITT's management agreement with FelCor.
Finally, the Court finds that there exists genuine
issues of material facts regarding the claims set forth in
Counts III through VII of Hilton's First Amended and Supple-
mental Complaint. Therefore, partial summary judgment is not
appropriate as to those claims at this time.
IT IS THEREFORE ORDERED that Defendant ITT's Motion to
Dismiss Counts III through VII of Hilton's First Amended and
-3-<PAGE>
Supplemental Complaint or, in the Alternative, for Partial
Summary Judgment (#92) is denied except to the extent that
Hilton's claim for relief seeking rescission of the FelCor
transaction and invalidation of the change of control penalty
provisions in ITT's Management Agreement with FelCor (Am.
Cpt. Sections 69(i) and (j)) are hereby dismissed without
prejudice.
IT IS FURTHER ORDERED that Hilton shall file a Verified
First Amended and Supplemental Complaint not later than
September 22, 1997.
IT IS FURTHER ORDERED that having reconsidered Hilton's
Motion to Unseal Hilton's Opposition to Defendant's Motion to
Dismiss (#99), in light of the Oppositions thereto filed on
behalf of ITT (#106 and #109) and non-party FelCor Suite
Hotels, Inc. (#111), and Hilton's Reply Memorandum (#116),
Hilton's Motion to Unseal Hilton's Opposition to Defendant's
Motion to Dismiss (#99) is granted.
DATED: September 8, 1997
/s/ Philip M. Pro
PHILIP M. PRO
United States District Judge
-4-
