SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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240.14a-12
ITT CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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<PAGE>
Attention ITT Shareholders:
The Issue is Shareholder Value
Fact: ITT Shareholders Will Decide On November 12 Whether
They Want Directors Committed To ITT's Plan Or
Hilton's Hand-Picked Nominees Who Support Their
Hostile Offer.
Shareholders of Record October 1 are eligible to
vote at ITT's November 12 meeting for Directors
committed to ITT's Plan--split tax-free into three
focused companies and buy back 30 million ITT shares
for $70 per share--or for nominees who support
Hilton's hostile offer. There is no longer a
staggered Board in ITT's Plan. You can make a
clear-cut choice based purely on economics.
Fact: ITT Believes Our Plan Will Deliver More Value To
Shareholders Than Hilton's Low-Ball Hostile Offer.
Hilton tried to steal ITT at $55 per share and only
raised to $70 in response to ITT's Plan. Yet,
Hilton's own CFO told its Board that ITT is
"conservatively" worth more than $70.
Fact: Had You Tendered When Hilton First Asked You To, You
Would Have Left Almost $2 Billion On The Table.
If you vote for Hilton, we believe you'll still be
leaving money on the table. Hilton is trying to
steal ITT for the benefit of its own shareholders.
ITT is offering you, tax-free, participation in the
upside of owning three public companies: ITT
Destinations, a worldwide leader in hotels and
gaming; ITT Educational Services, a premier operator
of technical schools; and ITT World Directories, the
#1 publisher of overseas telephone directories and
classified information. This is the same value-
creating approach we successfully used two years
ago.
Fact: ITT Actions Have Caused Hilton To Increase Its
Hostile Offer From $55 Per Share To $70 Per Share.
ITT will continue to enhance shareholder value.
ITT Is Working For You
<PAGE>
We thank the many ITT shareholders who support our plan. To
those of you who haven't made up your mind, we're eager to
make our case to you. We are convinced we can generate
superior value to Hilton's inadequate hostile offer.
You will soon receive a blue proxy card and voting
instructions from ITT. We urge our shareholders not to take
any action before reviewing ITT's proxy materials. Be
certain you review proxy cards carefully and know who you
are voting for. If you have questions, or need additional
information, please call our proxy firm, GEORGESON & COMPANY
INC toll-free at (800) 223-2064.
[ITT Logo]
CERTAIN INFORMATION CONCERNING PARTICIPANTS
The participants in this solicitation include ITT
Corporation (the "Company") and the following individuals, each
of whom is a director of the Company: Bette B. Anderson, Rand V.
Araskog, Nolan D. Archibald, Robert A. Bowman, Robert A. Burnett,
Paul G. Kirk, Jr., Edward C. Meyer, Benjamin F. Payton, Vin
Weber, Margita E. White and Kendrick R. Wilson III. Ms. Anderson
is the direct owner of 2,811 shares of common stock of the
Company ("Common Stock") and may be deemed to beneficially own 83
additional shares. Mr. Araskog is the beneficial owner of
1,748,398 shares of Common Stock. Mr. Archibald is the direct
owner of 1,811 shares of Common Stock. Mr. Bowman is the
beneficial owner of 550,046 shares of Common Stock. Mr. Burnett
is the direct owner of 2,981 shares of Common Stock. Mr. Kirk is
the direct owner of 1,821 shares of Common Stock. Gen. Meyer is
the direct owner of 3,311 shares of Common Stock. Dr. Payton is
the direct owner of 1,303 shares of Common Stock. Mr. Weber is
the direct owner of 844 shares of Common Stock. Ms. White is the
direct owner of 2,811 shares of Common Stock. Mr. Wilson is the
direct owner of 3,000 shares of Common Stock. The foregoing share
ownership figures are as of August 31, 1997.
The Company has retained Goldman, Sachs & Co. ("Goldman
Sachs") and Lazard Freres & Co. LLC ("Lazard Freres") to act as
financial advisors to the Company in connection with the Hilton
offer and other matters arising in connection therewith,
including assisting the Company in exploring possible strategic
alternatives in light of the Hilton offer. Pursuant to an
engagement letter with Goldman Sachs and Lazard Freres, the
Company has agreed to pay each of Goldman Sachs and Lazard Freres
for their services 50% of
<PAGE>
(a) an initial fee equal to $1,000,000 and (b) an additional
advisory fee equal to $19,000,000. The Company has also agreed to
reimburse Goldman Sachs and Lazard Freres for their reasonable
out-of-pocket expenses, including fees of counsel and any sales,
use or similar taxes, and to indemnify Goldman Sachs and Lazard
Freres against certain liabilities in connection with their
engagement, including certain liabilities arising under the
Federal securities laws. In addition, Goldman Sachs and Lazard
Freres are involved in arranging certain financings to be
incurred by ITT Destinations, Inc., a new corporation formed to
hold the Company's hotel and gaming assets, in connection with
the Comprehensive Plan and Goldman Sachs Credit Partners L.P., an
affiliate of Goldman Sachs, is providing certain portions of such
financings. Although Goldman Sachs and Lazard Freres do not admit
that they or any of their directors, officers, employees or
affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934, as
amended, by the Securities and Exchange Commission, or that
Schedule 14A requires the disclosure of certain information
concerning them, Robert Kaplan (Managing Director), Cody Smith
(Managing Director), William Crowley (Managing Director), Eduardo
Cruz (Vice President) and Marc Nachmann (Associate), in each case
of Goldman Sachs, and Gerald Rosenfeld (Managing Director),
Robert Hougie (Vice President) and Antonio Weiss (Vice
President), in each case of Lazard Freres (collectively, the
"Financial Advisor Participants"), may assist the Company in the
solicitation of proxies for the annual meeting.
Goldman Sachs and Lazard Freres have provided financial
advisory and investment banking services to the Company from time
to time for which they have received customary compensation.
Kendrick R. Wilson III is a Managing Director of Lazard Freres.
In the ordinary course of their business, Goldman Sachs and
Lazard Freres may actively trade securities of the Company for
their own account and the account of their customers and,
accordingly, may at any time hold a long or short position in
such securities. Goldman Sachs has advised the Company that as of
September 29, 1997, Goldman Sachs held a net long position of
approximately 12,221 shares of Common Stock. Lazard Freres has
advised the Company that as of September 29, 1997, Lazard Freres
held a net long position of approximately 12,785 shares of Common
Stock over which Lazard Freres exercised investment discretion.
Except as set forth above, to the Company's knowledge, none of
Goldman Sachs, Lazard Freres or any of the Financial Advisor
Participants has any interest, direct or indirect, by security
holdings or otherwise, in the Company.
