SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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ITT CORPORATION
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Attention ITT Shareholders:
HOW CAN YOU GET THE HIGHEST PRICE
FOR YOUR ITT SHARES?
ITT shareholders have a choice. You can vote for ITT's Board of Directors, a
Board that is absolutely committed to selling ITT to the bidder offering the
highest economic value for your shares. Or you can vote for Hilton's nominees,
who are committed solely to Hilton's offer. It's your choice, and it's an
important choice.
There are currently two bidders for your ITT stock, Hilton and Starwood
Lodging. Hilton is currently offering $80 per ITT share in cash and stock;
Starwood is currently offering $82 per ITT share in cash and stock. ITT's
Board will treat all credible bidders fairly with the goal of securing the
highest available price for your investment.
o ITT's Board is committed to selling ITT at the best price through a
fair auction. The ITT directors have persevered on your behalf
despite public attacks and litigation attempting to impose personal
liability on them. It is their job to get you the best price for
your shares. We don't believe either Hilton or Starwood is finished
bidding. Do you really believe Hilton's interest in ITT will end on
November 12?
o Hilton's nominees support only Hilton's offer. If you vote for
Hilton's nominees, you may not get the best price for your ITT
shares. Do you want one of the bidders running the auction and
negotiating with itself on your behalf?
o The ITT Board has already gotten you more than $3 billion in
additional value. The initial offer for ITT was $55 per share. The
offers are now up to $80 and $82. ITT's Board has already gotten you
almost 50% more value. We believe we can get you even more value.
o There is no need to elect Hilton's nominees for Hilton to be treated
fairly. The same confidential information provided to Starwood and
requested by Hilton has been provided to Hilton. Hilton has a level
playing field. Ask them what additional information they need.
o The ITT Board is accountable to you. ITT's directors believe the
sale of ITT will be completed by early 1998. However, if reelected,
they will stand for election again if necessary no later than March
1998 so shareholders can hold them accountable for the auction
results.
Can you afford to let Hilton's nominees decide who wins? These same nominees
were ready to accept a $55 per share offer. If reelected, the ITT Directors
will continue working to obtain the highest possible price for ITT shares.
Vote For Directors Who Are Committed To You
Reelect The ITT Directors On the BLUE Card
You must use the BLUE proxy card to reelect ITT's Directors and get full and
fair value for your shares. Please sign and return the BLUE card today. To be
sure that your vote is counted, send your BLUE card today by Express Mail or
another overnight courier service. Ignore Hilton's white card. For help voting
your shares, please call our proxy firm, GEORGESON & COMPANY INC., toll free
at (800) 223-2064.
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ITT
