-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GlIl2EZwlPy8ZQmqSlGJzvndfM2kTmbjR9w/uzSuD1b2AZes3RV7p6UmQq/Glhh1 LPPj5F9diWvh90BeIPabQg== 0000898822-97-000496.txt : 19970610 0000898822-97-000496.hdr.sgml : 19970610 ACCESSION NUMBER: 0000898822-97-000496 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970609 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ITT CORP /NV/ CENTRAL INDEX KEY: 0001001149 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 880340591 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44647 FILM NUMBER: 97621255 BUSINESS ADDRESS: STREET 1: 1330 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122581000 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ITT DESTINATIONS INC DATE OF NAME CHANGE: 19950920 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HILTON HOTELS CORP CENTRAL INDEX KEY: 0000047580 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 362058176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 9336 CIVIC CTR DR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3102784321 MAIL ADDRESS: STREET 1: 9336 CIVIC CENTER DR CITY: BEVERLY STATE: CA ZIP: 90210 SC 14D1/A 1 SCHEDULE 14D-1 AMENDMENT NO. 17 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________ Schedule 14D-1 Tender Offer Statement (Amendment No. 17) 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 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 June 9, 1997, Stephen F. Bollenbach, President and Chief Executive Officer of Parent, sent a letter to the Board of Directors of the Company. The full text of Mr. Bollenbach's letter is filed herewith as Exhibit (g)(19) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (g)(19) Letter, dated June 9, 1997, from Stephen F. Bol- lenbach to the Board of Directors of the Company. 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: June 9, 1997 HILTON HOTELS CORPORATION By: /s/ Matthew J. Hart Name: Matthew J. Hart Title: Executive Vice President and Chief Financial Officer -2- 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: June 9, 1997 HLT CORPORATION By: /s/ Arthur M. Goldberg Name: Arthur M. Goldberg Title: President -3- EXHIBIT INDEX Exhibit Description (g)(19) Letter, dated June 9, 1997, from Stephen F. Bol- lenbach to the Board of Directors of the Company. EX-99 2 EXHIBIT (G)(19) EXHIBIT (G)(19) [Letterhead of Hilton Hotels Corporation] June 9, 1997 Board of Directors ITT Corporation 1330 Avenue of the Americas New York, New York 10019-5490 Dear Members of the Board: Following my letter of last week, I was astonished to learn from news reports that ITT is not only placing change of control penalty provisions into its management contracts with FelCor, but has already placed these shark repellent provisions into numerous other management contracts signed since announcement of Hilton's offer for ITT. Even more troubling were reports that ITT is seeking to sell many of its premier hotel properties on similar terms. As I stated in my previous letter, Hilton is a ready, willing and able buyer for ITT's core assets. So that there can be no mistake, let me now be even more clear: I am confident that the price Hilton can offer for ITT's core assets is higher than any bona fide price that ITT can obtain from any other qualified purchaser. And, as you know, Hilton will not ask for any change of control penalty provisions. ITT's interest in selling core assets also raises the more fundamental question of why ITT continues to refuse to talk to us. The benefits of combining our two companies remains compelling. We are more committed than ever to making this combination a reality. If ITT's efforts to drive us off destroy shareholder value, this will only force us to pay less for the ITT shares. Before we reach that point, I truly believe that, in the interests of both companies' shareholders, the time has come for us to sit down as fiduciaries and conclude a transaction that will benefit both companies. I hope that, on reflection, you will agree. Sincerely, /s/ Stephen F. Bollenbach Stephen F. Bollenbach -----END PRIVACY-ENHANCED MESSAGE-----