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 ss.240.14a-11(c) or ss.240.14a-12
ITT CORPORATION
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(Name of Registrant as Specified in its Charter)
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|x| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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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
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|_| Check box if any part of the fee is offset as provided by Exchange Act
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was paid previously. Identify the previous filing by registration
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<PAGE>
[ITT Letterhead]
September 30, 1997
Dear Fellow Stockholders:
We will shortly be sending you a detailed proxy statement and proxy
card for the Annual Meeting of ITT stockholders scheduled for Wednesday,
November 12, 1997. As you may be aware, your company is the subject of an
unsolicited, hostile takeover attempt from Hilton Hotels Corporation. As a
result, you may also receive proxy solicitation materials or other
communications from Hilton Hotels Corporation.
YOUR BOARD OF DIRECTORS STRONGLY URGES YOU NOT TO SIGN
OR RETURN ANY PROXY CARD SENT TO YOU BY HILTON
Your Board of Directors is committed to the creation of stockholder
value and remains confident that ITT's comprehensive plan provides superior
value to stockholders. In short, we look forward to the Annual Meeting of
ITT's stockholders.
For your information, we have attached to this letter a copy of the
press release issued today by your company. If you have any questions, or
need assistance, please call our solicitation firm, Georgeson & Company,
Inc., toll free at 1-800-223-2064.
Sincerely,
/s/ Rand V. Araskog
-------------------------
Rand V. Araskog
Chairman and Chief Executive
<PAGE>
[ITT Letterhead]
DATE: September 30, 1997
CONTACT: Jim Gallagher
TELEPHONE: 212-258-1261
OR
CONTACT: George Sard/David Reno
TELEPHONE: 212-687-8080
FOR IMMEDIATE RELEASE
ITT SETS NOVEMBER 12 ANNUAL MEETING
COMPANY REAFFIRMS VIEW THAT HILTON OFFER IS INADEQUATE,
ELIMINATES STAGGERED BOARD PROVISION IN COMPREHENSIVE PLAN
NEW YORK, NY, September 30, 1997 -- ITT Corporation (NYSE: ITT)
today announced that its Board of Directors has set the Company's annual
meeting for Wednesday, November 12, 1997 in New York City. Shareholders of
record as of October 1, 1997 will be eligible to vote at the meeting.
"We look forward to the annual meeting and remain confident that our
comprehensive plan provides superior economic value to our shareholders,"
said Rand V. Araskog, Chairman and Chief Executive Officer of ITT.
"Hilton's offer is clearly inadequate as shown by the advice provided to
Hilton's Board of Directors by its own Chief Financial Officer. We intend
to prove our case to ITT shareholders over the next six weeks."
ITT also announced today that it will revise its comprehensive plan to
eliminate a staggered board at ITT
<PAGE>
Destinations, the company that will hold ITT's hotel and gaming operations.
"Eliminating this provision of our Plan will permit our shareholders
to make a clear cut choice based purely on economics," said Mr. Araskog.
Under ITT"s Comprehensive Plan, ITT intends to create three new
publicly traded companies (hotel & gaming, overseas telephone directories
and educational services), repurchase all $2 billion of ITT Corporation's
public debt and repurchase up to 30 million ITT shares at $70 per share.
- ITT -
<PAGE>
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 (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.
