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<PAGE>
Attention ITT Shareholders:
5 Questions Hilton Doesn't Want You To
Ask About Its Hostile Offer for ITT
Hilton is trying to steal ITT with a hostile $70 per share offer.
We believe this is a low-ball bid that undervalues your ITT
shares. Hilton is asking for your vote to replace ITT's entire
Board with its own handpicked nominees who would rubber stamp an
inadequate bid for your shares.
But Hilton has failed to address some key issues regarding the
real value of its hostile offer. Before you cast your vote, ask
Hilton for straight answers to the following questions:
1. Why has Hilton not disclosed that its own Chief Financial
Officer wrote a memo to Hilton's Board stating that ITT is
"conservatively" worth more than
$70 per share?
This document was produced by Hilton in the Nevada lawsuit,
yet Hilton does not disclose it in the proxy statement it is
mailing to you. Why is Hilton hiding this critical
information from ITT shareholders? Is it because they don't
want you to realize that your ITT shares are worth more than
$70 -- and Hilton knows it?
2. How long will it really take Hilton to close its hostile
offer? When will they actually pay you?
Hilton says it will get all regulatory approvals within 90
days. Why should you believe gaming regulators in Nevada and
New Jersey will be so quick to approve this hostile takeover
-- when last year they took 6 months to approve Hilton's
friendly acquisition of Bally? Shouldn't you be concerned
about press reports of investigations into possible
activities of a key Hilton executive and senior gaming
executives' possible prior activities in several states?
What happens to you if there is a delay -- or a problem?
<PAGE>
3. How would a delay in closing affect Hilton's 1998 earnings
-- and the value of the Hilton stock you would receive in
the "back-end" of its offer?
Hilton says acquiring ITT for $70 per share in cash and
Hilton stock would not dilute its 1998 earnings. Yet, its
forecasts are based on a full-year earnings contribution
from ITT including the earnings of ITT World Directories
which Hilton previously said it would sell.
4. How much could the forced sale of a New Jersey casino reduce
Hilton's earnings forecasts?
Hilton and ITT together own four major casinos in Atlantic
City. This could create "undue economic concentration" under
New Jersey gaming regulations -- potentially requiring
Hilton to sell one casino.
5. What are Hilton's real plans for ITT's valuable Sheraton
brand?
In January, Hilton boasted it had an agreement to sell the
valuable Sheraton brand to discount franchisor HFS, but has
said nothing since. Meanwhile, HFS has agreed to merge with
a third party. Does Hilton still plan to sell Sheraton to
HFS? To another franchisor? How will Hilton resolve the
potential for competition, cannibalization and conflicts
between Hilton and Sheraton properties?
Hilton doesn't want to address these questions, but if you don't
get answers before you vote for the Hilton "rubber stamp" slate,
it will be too late. Don't put your investment at risk. Vote for
the ITT Board, which is committed to creating economic value
superior to Hilton's inadequate hostile offer.
Don't Let Hilton Steal Your Company
Vote For The ITT Directors On The BLUE Card
You must use the BLUE proxy card to reelect ITT's Directors.
Please sign and return your BLUE card today. Ignore
Hilton's white card. If you have questions, or need
information or voting assistance, please call our proxy
firm, GEORGESON & COMPANY INC. toll-free at (800) 223-2064.
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