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ITT CORPORATION
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[ITT Letterhead]
DATE: November 6, 1997
CONTACTS: Jim Gallagher George Sard/David Reno
TELEPHONE: 212-258-1261 Sard Verbinnen & Co.
212-687-8080
FOR IMMEDIATE RELEASE
ITT BOARD SAYS IT IS UNANIMOUSLY COMMITTED TO MAXIMIZING VALUE
FOR ITT STOCKHOLDERS IN AUCTION PROCESS
NEW YORK, NY, November 6, 1997 -- ITT Corporation
(NYSE:ITT) announced today that the ITT Board has unanimously
confirmed its absolute commitment to sell ITT and has
concluded that stockholder value will be maximized by
allowing the competition between Starwood Lodging and Hilton
Hotels to continue.
The Board has exercised its right under the Starwood
merger agreement to hold discussions with Hilton about its
bid. Discussions with both Hilton and Starwood are
continuing. ITT remains a party to the Starwood merger
agreement, will comply with all of its obligations under this
agreement and is not modifying its prior recommendation
pending further developments.
The Board recognizes it will be held accountable to
stockholders for the way it conducts the auction of ITT.
Accordingly, it voted to hold ITT's 1998 Annual Meeting, if
needed, by March 1998, and to apply all advance notification
requirements to permit an election contest. ITT will also
call a Special Meeting if requested by 10% of ITT
stockholders between December 15, 1997, and the March 1998
Annual Meeting.
Paul Kirk, an independent ITT director since 1989, said,
"We expect the 1998 Annual Meeting will never occur because
the sale of ITT will have closed, but we want our
stockholders to know they will have an early opportunity to
vote again if necessary."
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"Under the present circumstances, the Board does not
believe--and thinks ITT stockholders do not believe--that
either Hilton or Starwood has put forth their best and final
bid. We will scrupulously fulfill our fiduciary duty to treat
all bidders fairly in the auction for ITT and to secure the
highest available price for ITT stockholders," said Kirk.
"The ITT Board is running a bidding process that has
already created more than $3 billion of additional value for
ITT stockholders," said Rand V. Araskog, Chairman and Chief
Executive of ITT. "Although the Board believes the end stage
of the auction is approaching, it does not believe November
12 is necessarily the right cut-off date for the auction.
Particularly in light of its resolve to sell ITT to the
highest bidder, the Board does not believe the Annual Meeting
should be viewed as a referendum on the two current offers
for ITT. This Meeting is simply a mechanism for ITT
stockholders to decide which Board they want to continue to
conduct the auction. If reelected, ITT's Board will continue
to seek maximum value for stockholders and will consider only
economics as it weighs the competing bids," said Araskog.
Kirk said, "The only people interested in a premature
end to the bidding are Hilton's nominees. ITT's Board has
long believed that an important part of Hilton's initial
strategy to buy ITT cheaply was to stampede stockholders into
a premature decision. We don't think ITT's stockholders
should now want one of the bidders to conduct the auction.
This Board is absolutely dedicated to selling ITT and to
achieving the best value for ITT stockholders."
- ITT -
