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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 25, 1995
(Date of earliest event reported)
ITT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-5627 13-5158950
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
1330 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019-5490
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 258-1000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The registrant announced on January 25, 1995, that the cash tender offer by
an ITT subsidiary for all the outstanding shares of common stock of Caesars
World, Inc. at $67.50 per share had expired and that all shares validly tendered
pursuant to the offer had been accepted for payment. 24,130,291 shares of common
stock of Caesars World, Inc., representing approximately 92.9 percent of the
outstanding shares on a fully diluted basis, were finally tendered. The
registrant expects to consummate a merger of the ITT subsidiary into Caesars
World, Inc. on March 2, 1995. Caesars World, Inc. operates three hotel-casinos
in Las Vegas, Atlantic City and Lake Tahoe, a number of non gaming resorts in
the Pocono mountains of Pennsylvania and, in conjunction with two partners, also
manages a casino owned by the Ontario government in Windsor, Canada. Total sales
and net income of Caesars World, Inc. for its fiscal year ended July 31, 1994,
were $1.0 billion and $78 million, respectively.
ITEM 5. OTHER EVENTS.
On January 27, 1995, ITT Financial Corporation, a wholly owned subsidiary
of the registrant, announced that requisite consents for each series have been
received on its consent solicitation to amend certain covenants of $3.4 billion
principal amount of public debt securities. The amendments will conform the
covenants to those contained in recent issues of public debt securities of the
registrant. As previously announced, it is expected that ITT Financial will sell
all or substantially all of its businesses and assets to various purchasers
during 1995. In connection with the sale, it is planned that ITT Financial will
merge into the registrant. Thereafter, the registrant will become the obligor on
the securities.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The Pro Forma Financial Information pursuant to Item 7(b) has not been
included in this filing because it was impracticable to prepare such financial
information for filing on this date. The Registrant will file such Pro Forma
Financial Information by April 2, 1995.
See Exhibit Index for exhibits filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ITT CORPORATION
By /s/ Walter F. Diehl, Jr.
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Walter F. Diehl, Jr.
Vice President and
Associate General Counsel
Dated: February 6, 1995
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EXHIBIT INDEX
Exhibit
Number Description Location
- ------- ----------- --------
99 Financial Statements with
respect to Caesars World, Inc. ..... Filed herewith