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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 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)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[ITT LETTERHEAD]
March 31, 1997
Dear Fellow ITT Stockholder:
Hilton has begun distributing proxy materials to ITT's stockholders even
though ITT's annual meeting has not yet been scheduled.
THERE IS NO LEGAL REQUIREMENT OR REASON FOR YOU TO RETURN HILTON'S PROXY
CARD. We urge you NOT to return Hilton's proxy card because:
- We believe that Hilton's distribution of proxy materials is designed to
confuse you into voting prematurely and without the benefit of relevant
information.
- SINCE THE DATE OF OUR ANNUAL MEETING HAS NOT BEEN SET, IT IS PREMATURE FOR
YOU TO SIGN A PROXY NOW. Any proxy signed now may be invalid at the time
of the annual meeting.
- Hilton is nominating its slate of director candidates, several of whom
have relationships with Hilton or its employees, solely to facilitate its
hostile bid for your Company. Your Board of Directors has rejected
Hilton's bid as inadequate and not in the best interests of ITT or its
stockholders.
- After the annual meeting is scheduled, we will distribute detailed proxy
materials, which will contain important information about your Company.
As a result of the confusion that we believe Hilton's premature distribution
will cause, we have arranged for Georgeson & Co. to be available to respond to
any questions or concerns you may have, and we encourage you to call Georgeson
at (800) 223-2064.
In the near future, you will be receiving our 1996 Annual Report, which
describes your Company's accomplishments during the past year and your Board's
and ITT management's plans for our future. I, the members of your Board, and our
management continue to be committed to protecting and enhancing the value of
your investment in ITT. Thank you for your continuing support.
We have attached to this letter certain information required by the
Securities and Exchange Commission regarding our directors and financial
advisors.
Very truly yours,
/s/ Rand V. Araskog
------------------------------
Rand V. Araskog
Chairman and Chief Executive
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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 of Common Stock owned
by her husband. Ms. Anderson disclaims beneficial ownership in such shares. Mr.
Araskog is the beneficial owner of 1,748,237 shares of Common Stock (including
1,251,617 shares subject to stock options exercisable within 60 days after March
15, 1997, and 20,094 shares allocated to Mr. Araskog's account under the ITT
401(k) Retirement Savings Plan (the "Retirement Plan")). Mr. Archibald is the
direct owner of 1,811 shares of Common Stock. Mr. Bowman is the beneficial owner
of 548,783 shares of Common Stock (including 521,653 shares subject to stock
options exercisable within 60 days after March 15, 1997, and 2,202 shares
allocated to Mr. Bowman's account under the Retirement Plan). 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
3,744 shares of Common Stock. The foregoing share ownership figures are as of
March 15, 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 (a) an initial fee equal to
$1,000,000 and (b) an additional advisory fee equal to $19,000,000, payable upon
the occurrence of certain events described in the engagement letter. In
addition, in the event that the Company sells equity or debt securities in a
public offering or private placement, Goldman Sachs and Lazard Freres will be
offered the opportunity to participate in such transaction as an underwriter or
placement agent (subject to certain exceptions specified in the engagement
letter) and will be paid reasonable and customary fees for such services.
Pursuant to the engagement letter, among other things, (a) if the Company
becomes the subject of, or is threatened with, a contested proxy solicitation by
Hilton or any other party, Goldman Sachs and Lazard Freres will act as the
Company's co-financial advisors with regard to such proxy solicitation and (b)
in the event that the Company determines to consider or undertake certain
purchases or sales of assets or securities or a recapitalization or
restructuring of the Company, Goldman Sachs and Lazard Freres will be involved
and participate in such transaction. 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 connection with the engagement of Goldman Sachs and Lazard Freres as
financial advisors, the Company anticipates that employees of Goldman Sachs and
Lazard Freres may communicate in person, by telephone or otherwise with certain
institutions, brokers or other persons who are stockholders for the purpose of
assisting in the solicitation of proxies for the annual meeting. 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), Jennifer Moses (Vice President) and Marc Nachmann
(Associate), in each case of Goldman Sachs, and Gerald Rosenfeld
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(Managing Director), William Kneisel (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 addition, Goldman Sachs has provided financial advisory and
investment banking services to Hilton in the past for which it has received
customary compensation. Goldman Sachs and Lazard Freres engage in a full range
of investment banking, securities trading, market-making and brokerage services
for institutional and individual clients. 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 March 25, 1997, Goldman Sachs
held a net long position of approximately 10,764 shares of Common Stock. Lazard
Freres has advised the Company that as of March 25, 1997, Lazard Freres held a
net long position of approximately 13,385 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.
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