SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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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)
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|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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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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|_| Fee paid previously with preliminary materials.
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paid previously. Identify the previous filing by registration statement
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[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
Destinations, the company that will hold ITT's hotel and gaming operations.
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"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 -
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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. 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 rising 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
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(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.
