<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 23)
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
----------------
ITT CORPORATION
(NAME OF SUBJECT COMPANY)
HILTON HOTELS CORPORATION
HLT CORPORATION
(BIDDER)
COMMON STOCK, NO PAR VALUE
(INCLUDING THE ASSOCIATED SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK
PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
450912100
(CUSIP NUMBER OF CLASS OF SECURITIES)
----------------
MATTHEW J. HART
EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER
HILTON HOTELS CORPORATION
9336 CIVIC CENTER DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(310) 278-4321
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDER)
----------------
WITH A COPY TO:
STEVEN A. ROSENBLUM, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 403-1000
----------------
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$4,280,183,250 $856,037
* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 61,145,475 shares of Common Stock, no par value, of ITT
Corporation and the associated Series A Participating Cumulative Preferred
Stock Purchase Rights at $70 net per share in cash.
** The amount of the filing fee, calculated in accordance with Rule 0-11(a) of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the aggregate value of cash offered by HLT Corporation for such
number of shares.
[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $672,601
Filing Party: Hilton Hotels Corporation
Form of Registration No.: Schedule 14D-1 (005-44647)
Date Filed: January 31, 1997
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 14D-1
<TABLE>
<CAPTION>
I. NAMES OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HILTON HOTELS CORPORATION
36-2058176
- ---------------------------------------------------------------------------------
<C> <S>
II. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
- ---------------------------------------------------------------------------------
III. SEC USE ONLY
- ---------------------------------------------------------------------------------
IV. SOURCE OF FUNDS:BK, WC
- ---------------------------------------------------------------------------------
V. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) OR 2(f):
[_]
- ---------------------------------------------------------------------------------
VI. CITIZENSHIP OR PLACE OF ORGANIZATION:DELAWARE
- ---------------------------------------------------------------------------------
VII. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
315,500 Shares. See Section 8 of the Offer to Purchase, dated January 31,
1997, filed as Exhibit (a)(1) to this Schedule 14D-1.
- ---------------------------------------------------------------------------------
VIII. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [_]
- ---------------------------------------------------------------------------------
IX. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (7)
0.3%
- ---------------------------------------------------------------------------------
X. TYPE OF REPORTING PERSON HC AND CO
</TABLE>
<PAGE>
SCHEDULE 14D-1
<TABLE>
<CAPTION>
A. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HLT CORPORATION
95-4613538
- --------------------------------------------------------------------------------
<C> <S>
B. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
C. SEC USE ONLY
- --------------------------------------------------------------------------------
D. SOURCE OF FUNDS:AF
- --------------------------------------------------------------------------------
E. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) OR 2(f):
[_]
- --------------------------------------------------------------------------------
F. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
- --------------------------------------------------------------------------------
G. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 100 Shares
- --------------------------------------------------------------------------------
H. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [_]
- --------------------------------------------------------------------------------
I. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (7)
0.0%
- --------------------------------------------------------------------------------
J. REPORTING PERSON CO
</TABLE>
<PAGE>
This Amendment No. 23 to the Tender Offer Statement on Schedule 14D-1 filed
with the Securities and Exchange Commission (the "Commission") on January 31,
1997 (the "Schedule 14D-1") relates to the offer by HLT Corporation (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of Hilton
Hotels Corporation, a Delaware corporation ("Parent"), to purchase 61,145,475
shares of Common Stock, no par value, of the Company (the "Common Stock"), or
such greater number of shares of Common Stock which, when added to the number
of shares of Common Stock owned by the Purchaser and its affiliates,
constitutes a majority of the total number of shares of Common Stock
outstanding on a fully diluted basis as of the expiration of the Offer (as
defined herein) and unless and until validly redeemed by the Board of
Directors of the Company, the Series A Participating Cumulative Preferred
Stock Purchase Rights (the "Rights") associated therewith and issued pursuant
to the Rights Agreement, dated as of November 1, 1995, between the Company and
The Bank of New York, as Rights Agent, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated January 31, 1997 (the
"Offer to Purchase"), a copy of which is attached as Exhibit (a)(1) to the
Schedule 14D-1, as supplemented by the Supplement thereto, dated August 7,
1997 (the "Supplement"), which is attached as Exhibit (a)(21), hereto and in
the related Letters of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Offer"), at a purchase price of $70 per
share (and associated Right), net to the tendering stockholder in cash,
without interest thereon.
Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Offer to Purchase, the Supplement and the Schedule 14D-1.
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby amended and supplemented by reference to the
Introduction and Section 1 of the Supplement, which Introduction and Section 1
are incorporated herein by reference.
Item 1(c) is hereby amended and supplemented by reference to Section 2 of
the Supplement, which Section 2 is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3(b) is hereby amended and supplemented by reference to Section 6 of
the Supplement, which Section 6 is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4 is hereby amended and supplemented by reference to Section 5 of the
Supplement, which Section 5 is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 is hereby amended and supplemented by reference to the Introduction,
Section 1, and Section 8 of the Supplement, which Introduction, Section 1, and
Section 8 are incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Item 9 is hereby amended and supplemented by reference to Section 4 of the
Supplement, which Section 4 is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b) and (c) are hereby amended and supplemented by reference to
Section 7 of the Supplement, which Section 7 is incorporated herein by
reference.
4
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(21) Supplement to Offer to Purchase, dated August 7, 1997.
(a)(22) Revised Letter of Transmittal.
(a)(23) Revised Notice of Guaranteed Delivery.
(a)(24) Revised Letter from the Dealer Manager to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(25) Revised Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(26) Revised Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(27) Summary Advertisement as published on August 7, 1997.
(a)(28) Text of Press Release, dated August 6, 1997, issued by Parent.
5
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: August 7, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
----------------------------------
Name: Arthur M. Goldberg
Title: President
6
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: August 7, 1997
HILTON HOTELS CORPORATION
By: /s/ Matthew J. Hart
----------------------------------
Name: Matthew J. Hart
Title: Executive Vice President
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
(a)(21) Supplement to Offer to Purchase, dated August 7, 1997.
(a)(22) Revised Letter of Transmittal.
(a)(23) Revised Notice of Guaranteed Delivery.
(a)(24) Revised Letter from the Dealer Manager to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(25) Revised Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(26) Revised Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(27) Summary Advertisement as published on August 7, 1997.
(a)(28) Text of Press Release, dated August 6, 1997, issued by Parent.
</TABLE>
8
<PAGE>
EXHIBIT (a)(21)
SUPPLEMENT TO THE OFFER TO PURCHASE DATED JANUARY 31, 1997
HLT CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
HILTON HOTELS CORPORATION
HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH
61,145,475 SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A PARTICIPATING
CUMULATIVE PREFERRED STOCK PURCHASE RIGHTS)
OF
ITT CORPORATION
TO
$70 NET PER SHARE IN CASH
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, AUGUST 29, 1997, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE A NUMBER OF SHARES,
INCLUDING THE RIGHTS ASSOCIATED THEREWITH, WHICH WHEN ADDED TO THE NUMBER OF
SHARES (AND RIGHTS) BENEFICIALLY OWNED BY HLT CORPORATION (THE "PURCHASER")
AND ITS AFFILIATES, CONSTITUTES A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING
SHARES (AND RIGHTS) OF ITT CORPORATION (THE "COMPANY") ON A FULLY DILUTED
BASIS (THE "MINIMUM CONDITION"), (2) THE RIGHTS HAVING BEEN REDEEMED BY THE
BOARD OF DIRECTORS OF THE COMPANY OR THE PURCHASER BEING SATISFIED THAT THE
RIGHTS HAVE BEEN INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO THE OFFER AND
THE PROPOSED MERGER (THE "RIGHTS CONDITION"), (3) THE PURCHASER BEING
SATISFIED THAT THE NEVADA CONTROL SHARE ACQUISITION STATUTE SHALL BE
INAPPLICABLE TO THE OFFER AND THE PROPOSED MERGER (THE "CONTROL SHARE
CONDITION"), (4) THE PURCHASER BEING SATISFIED THAT THE NEVADA BUSINESS
COMBINATION STATUTE SHALL BE INAPPLICABLE TO THE OFFER AND THE PROPOSED MERGER
(THE "BUSINESS COMBINATION CONDITION"), AND (5) THE PURCHASER BEING SATISFIED
THAT ALL MATERIAL GAMING APPROVALS HAVE BEEN OBTAINED ON TERMS SATISFACTORY TO
THE PURCHASER (THE "GAMING CONDITION"). THE OFFER IS ALSO SUBJECT TO OTHER
TERMS AND CONDITIONS CONTAINED IN THE OFFER TO PURCHASE. THE OFFER IS NOT
CONDITIONED ON OBTAINING FINANCING. SEE THE INTRODUCTION AND SECTIONS 1, 14
AND 15 OF THE OFFER TO PURCHASE, AND THE SCHEDULE 14D-1.
---------------
IMPORTANT
HILTON HOTELS CORPORATION ("PARENT") AND THE PURCHASER ARE SEEKING TO
NEGOTIATE WITH THE COMPANY WITH RESPECT TO THE ACQUISITION OF THE COMPANY BY
PARENT OR THE PURCHASER. THE PURCHASER RESERVES THE RIGHT TO AMEND THE OFFER
(INCLUDING AMENDING THE NUMBER OF SHARES TO BE PURCHASED, THE PURCHASE PRICE
AND THE PROPOSED SECOND-STEP MERGER CONSIDERATION) UPON ENTERING INTO A MERGER
AGREEMENT WITH THE COMPANY, OR TO NEGOTIATE A MERGER AGREEMENT WITH THE
COMPANY NOT INVOLVING A TENDER OFFER PURSUANT TO WHICH THE PURCHASER WOULD
TERMINATE THE OFFER AND THE SHARES WOULD, UPON CONSUMMATION OF SUCH MERGER, BE
CONVERTED INTO CASH, COMMON STOCK OF PARENT AND/OR OTHER SECURITIES IN SUCH
AMOUNTS AS ARE NEGOTIATED BY PARENT, THE PURCHASER AND THE COMPANY.
---------------
The Dealer Manager for the Offer is:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
August 7, 1997
<PAGE>
Any stockholder desiring to tender all or any portion of his Shares, and the
associated Rights, should either (i) complete and sign the Letter of
Transmittal which accompanies the Offer to Purchase or this Supplement (or a
facsimile thereof) in accordance with the instructions in such Letter of
Transmittal and (A) mail or deliver it together with the certificate(s)
representing tendered Shares and, if separate, the certificate(s) representing
the associated Rights ("Rights Certificates"), and any other required
documents, to the Depositary or (B) tender such Shares (and associated Rights,
if applicable) pursuant to the procedures for book-entry transfer set forth in
Section 3 of the Offer to Purchase, or (ii) request such stockholder's broker,
dealer, commercial bank, trust company or other nominee to effect the
transaction for such stockholder. A stockholder whose Shares (and associated
Rights, if applicable) are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if such stockholder
desires to tender such Shares and, if applicable, the associated Rights.
Stockholders will be required to tender one associated Right for each Share
tendered in order to effect a valid tender of such Share. See Section 3 of the
Offer to Purchase.
A stockholder who desires to tender Shares and associated Rights, and whose
certificates representing such Shares (and, if applicable, associated Rights)
are not immediately available, or who cannot comply with the procedures for
book-entry transfer (as described in Section 3 of the Offer to Purchase) on a
timely basis, may tender such Shares (and, if applicable, associated Rights)
by following the procedures for guaranteed delivery set forth in Section 3 of
the Offer to Purchase.
Questions and requests for assistance, or for additional copies of the Offer
to Purchase, this Supplement, the revised (yellow) Letter of Transmittal or
other tender offer materials may be directed to the Information Agent or the
Dealer Manager at their respective addresses and telephone numbers set forth
on the back cover of this Supplement. Holders of Shares may also contact
brokers, dealers, commercial banks and trust companies for additional copies
of the Offer to Purchase, this Supplement, the revised (yellow) Letter of
Transmittal, or other tender offer materials.
ii
<PAGE>
To the Holders of Shares of Common Stock (Including the Associated Series A
Participating Cumulative Preferred Stock Purchase Rights) of ITT Corporation:
INTRODUCTION
The following information amends and supplements the Offer to Purchase dated
January 31, 1997 (as amended and supplemented by the Schedule 14D-1 to which
the Offer to Purchase is an exhibit, the "Offer to Purchase") of HLT
Corporation, a Delaware corporation (the "Purchaser") and a wholly owned
subsidiary of Hilton Hotels Corporation, a Delaware corporation ("Parent").
Pursuant to this Supplement, the Purchaser is now offering to purchase (i)
61,145,475 shares of common stock, no par value per share (the "Shares"), of
ITT Corporation, a Nevada corporation (the "Company"), or such greater number
of Shares which, when added to the number of Shares beneficially owned by the
Purchaser and its affiliates, constitutes a majority of the total number of
Shares outstanding on a fully diluted basis as of the Expiration Date (the
greater of such numbers of Shares being the "Maximum Number"), and (ii) unless
and until validly redeemed by the Board of Directors of the Company (the
"Board"), the Series A Participating Cumulative Preferred Stock Purchase
Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of
November 1, 1995, between the Company and The Bank of New York, as Rights
Agent (the "Rights Agreement"), at a price of $70 per Share (including
associated Right), net to the seller in cash without interest thereon (the
"Offer Price"), upon the terms and subject to the conditions set forth in the
Offer to Purchase, as amended and supplemented by this Supplement, and in the
related Letter of Transmittal (which together constitute the "Offer"). Unless
the context requires otherwise, all references in this Supplement to Shares
shall include the associated Rights and all references to the Rights shall
include all benefits that may inure to holders of the Rights pursuant to the
Rights Agreement.
Except as otherwise set forth in this Supplement, the terms and conditions
previously set forth in the Offer to Purchase remain applicable in all
respects to the Offer, and this Supplement should be read in conjunction with
the Offer to Purchase. Unless the context requires otherwise, terms not
defined herein have the meanings ascribed to them in the Offer to Purchase.
The Offer is subject to the fulfillment of certain conditions, including the
following: (1) the Minimum Condition, (2) the Rights Condition, (3) the
Control Share Condition, (4) the Business Combination Condition, and (5) the
Gaming Condition, each of which is described in the Offer to Purchase. See the
Introduction and Sections 14 and 15 of the Offer to Purchase.
Procedures for tendering Shares are set forth in Section 3 of the Offer to
Purchase. Tendering stockholders may use either the original (blue) Letter of
Transmittal and the original (grey) Notice of Guaranteed Delivery previously
circulated with the Offer to Purchase, or the revised (yellow) Letter of
Transmittal and the revised (beige) Notice of Guaranteed Delivery circulated
with this Supplement. While the original (blue) Letter of Transmittal refers
to the Offer to Purchase dated January 31, 1997, stockholders using such
document to tender their Shares will nevertheless receive $70 per Share for
each Share validly tendered and not withdrawn and accepted for payment
pursuant to the Offer, subject to the conditions of the Offer.
SHARES PREVIOUSLY VALIDLY TENDERED AND NOT WITHDRAWN CONSTITUTE VALID
TENDERS FOR PURPOSES OF THE OFFER. STOCKHOLDERS ARE NOT REQUIRED TO TAKE ANY
FURTHER ACTION WITH RESPECT TO SUCH SHARES IN ORDER TO RECEIVE THE INCREASED
OFFER PRICE OF $70 PER SHARE IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID FOR
BY THE PURCHASER PURSUANT TO THE OFFER, EXCEPT AS MAY BE REQUIRED BY THE
GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS UTILIZED. SEE SECTION 1 OF
THIS SUPPLEMENT. SEE SECTION 4 OF THE OFFER TO PURCHASE FOR THE PROCEDURES FOR
WITHDRAWING SHARES TENDERED PURSUANT TO THE OFFER.
THE OFFER TO PURCHASE AND THIS SUPPLEMENT, THE AMENDMENTS THERETO AND THE
RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE
READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
<PAGE>
1. AMENDED TERMS OF THE OFFER
The discussion set forth in Section 1 of the Offer to Purchase is hereby
amended and supplemented as follows:
The price per Share to be paid pursuant to the Offer has been increased from
$55 per Share (and associated Right) to $70 per Share (and associated Right),
net to the seller in cash. All stockholders whose Shares are validly tendered
and not withdrawn and accepted for payment pursuant to the Offer (including
Shares tendered prior to the date of this Supplement) will receive the
increased price. The Expiration Date has previously been extended to 12:00
Midnight, New York City Time, on Friday, August 29, 1997, unless and until the
Purchaser, in its sole discretion, shall further extend the period of time
during which the Offer is open, in which event the term "Expiration Date"
shall mean the latest time and date at which the Offer, as so extended by the
Purchaser, shall expire.
The purpose of the Offer is to acquire control of, and ultimately the entire
equity interest in, the Company. Parent is seeking to negotiate with the
Company a definitive acquisition agreement pursuant to which the Company
would, as soon as practicable following consummation of the Offer, consummate
the Proposed Merger with Parent or the Purchaser or another direct or indirect
wholly owned subsidiary of Parent. In the Proposed Merger, at the effective
time of the Proposed Merger, each Share that is issued and outstanding
immediately prior to the effective time of the Proposed Merger (other than
Shares held in the treasury of the Company or owned by Parent, the Purchaser
or any direct or indirect wholly owned subsidiary of Parent) would be
converted into a number of shares of Parent Common Stock having a value of $70
per Share, subject to appropriate collar provisions.
This Supplement, the revised (yellow) Letter of Transmittal and other
relevant materials will be mailed to record holders of Shares and Rights, and
will be furnished to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
list of holders of Shares, and the list of holders of Rights, if applicable,
or who are listed as participants in a clearing agency's security position
listing for subsequent transmittal to beneficial owners of Shares and Rights.
2. PRICE RANGE OF SHARES; DIVIDENDS
The discussion set forth in Section 6 of the Offer to Purchase is hereby
amended and supplemented as follows:
According to publicly available sources, the Company has paid no cash
dividends on the Shares since the date of the Offer to Purchase.
The high and low sales prices per Share on the NYSE as reported by published
financial sources for the first quarter of 1997 were $60.500 and $41.125,
respectively, for the second quarter of 1997 were $61.750 and $57.325,
respectively, and for the third quarter of 1997 (through August 6, 1997) were
$68.438 and $60.875, respectively.
On August 5, 1997, the last full trading day prior to the announcement of
the increase in the Offer Price, the last reported sales price of the Shares
on the NYSE was $62.938. The increased Offer Price represents a 64% premium to
the last reported sale price ($42.625) of the Shares on the NYSE prior to the
announcement of the Offer. Stockholders are urged to obtain current market
quotations for the Shares.
3. CERTAIN INFORMATION CONCERNING THE COMPANY SINCE JANUARY 31, 1997
The discussion set forth in Section 7 of the Offer to Purchase is hereby
amended and supplemented as follows:
The ITT Breakup
Since announcement of the Offer, ITT has engaged in a series of sales (the
"Assets Sales") (some of which are not complete) of the following assets: (i)
all of the Company's shares of the capital stock of Alcatel Alsthom;
2
<PAGE>
(ii) the Company's 50% interest in Madison Square Garden, L.P. ("MSG") (of
which the sale of a 39.8% interest has been completed); (iii) the Company's 50%
interest in television station WBIS+ (currently pending); (iv) five Sheraton
hotels to FelCor Suites Hotels, Inc. ("FelCor"); and (v) subject to a variety
of conditions, 50% of The Desert Inn in Las Vegas, Nevada (under a non-binding
agreement in principle). In addition, the Company has announced its intention
to sell The Sheraton Casino in Tunica, Mississippi.
On July 16, 1997, the Company announced that the Company Board has adopted a
comprehensive plan (the "Comprehensive Plan" and, together with the Assets
Sales, the "ITT Breakup"). The major elements of the Comprehensive Plan are:
(i) the pro rata distribution to stockholders of the Company of all the
shares of ITT Destinations, Inc. ("Destinations"), a new subsidiary formed
to hold the Company's hotels and gaming business (the "Destinations
Distribution");
(ii) the pro rata distribution to stockholders of the Company of all the
shares owned by the Company of ITT Educational Services, Inc. ("ITT
Educational"), the subsidiary that operates the Company's post-secondary
technical education business (the "ITT Educational Distribution" and,
together with the Destinations Distribution, the "Distributions");
(iii) the allocation of the Company's indebtedness between its hotels and
gaming business and telephone directories publishing business; and
(iv) a tender offer by the Company to purchase up to 30,000,000 Shares,
representing approximately 26% of the outstanding Shares, at $70 per Share
in cash.
Following the ITT Breakup, the Company will retain only its telephone
directories publishing business, representing less than 10% of the Company's
1996 revenues.
The foregoing discussion is qualified in its entirety by reference to the
Company's Schedule 14D-9 (as amended, the "Schedule 14D-9"), the Company's
Annual Report on Form 10-K for the fiscal year ended December, 31, 1996 (the
"Company 1996 10-K"), and the Company's Issuer Tender Offer Statement on
Schedule 13E-4 (the "Company Schedule 13E-4"), including the exhibits to each
of such documents. The Schedule 14D-9, the Company 1996 10-K and the Company
Schedule 13E-4 may be inspected at, and copies may be obtained from, the
principal office of the Commission in the manner set forth in Section 7 of the
Offer to Purchase.
Set forth below is a summary of certain consolidated financial information
with respect to the Company, excerpted or derived from the audited financial
information of the Company contained in the Company 1996 10-K and unaudited
information of the Company contained in the Quarterly Report on Form 10-Q of
the Company for the quarterly period ended March 31, 1997. More comprehensive
financial information is included in such reports and other documents filed
with the Commission, and the following summary is qualified in its entirety by
reference to such reports and other documents, including the financial
information and related notes contained therein. Such reports and other
documents may be inspected and copies may be obtained from the offices of the
Commission or the NYSE in the manner set forth in Section 7 of the Offer to
Purchase.
3
<PAGE>
ITT CORPORATION
SUMMARY CONSOLIDATED FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEARS ENDED DECEMBER 31,
------------------ --------------------------
1997 1996 1996 1995 1994
<S> <C> <C> <C> <C> <C>
OPERATING INFORMATION:
Revenues....................... $ 1,440 $ 1,388 $ 6,597 $ 6,252 $ 4,709
Costs and Expenses............. 1,412 1,288 5,869 5,684 4,417
Operating Income............... 28 100 728 568 292
Net Income..................... 80 20 249 147 74
Earnings Per Share............. .68 .17 2.11 1.24 .63
Weighted Average Common Equiva-
lent Shares................... 118 119 118 118 117
</TABLE>
<TABLE>
<CAPTION>
AT MARCH 31, AT DECEMBER 31,
------------ ---------------
1997 1996 1995
<S> <C> <C> <C>
BALANCE SHEET INFORMATION:
Current Assets............................. $1,539 $ 1,698 $ 1,143
Total Assets............................... 8,995 9,275 8,692
Current Liabilities........................ 1,396 1,391 1,459
Long-Term Debt............................. 3,557 3,894 3,575
Total Liabilities.......................... 5,854 6,201 5,756
Stockholders' Equity....................... 3,141 3,074 2,936
</TABLE>
On July 16, 1997, the Company issued a press release which included certain
unaudited financial data with respect to the Company for its second quarter
ended June 30, 1997, and the first six months of 1997. The following is an
excerpt from such press release, and is qualified in its entirety by reference
to such release:
ITT Corporation (NYSE: ITT) today announced 1997 second quarter net
income, excluding several one-time items and assets held for sale of $86
million, or 72 cents per share, in the second quarter ended June 30, 1997,
compared with 1996 second quarter net income of $92 million, or 78 cents
per share. Earnings before interest, taxes, and depreciation and
amortization (EBITDA) for the 1997 second quarter was $262 million versus
$276 million in the 1996 second quarter. Revenues, excluding assets held
for sale, of $1.72 billion were 2% above comparable revenues of $1.69
billion in the 1996 second quarter.
Reported second quarter 1997 net income was $199 million, or $1.69 per
share, compared to $96 million, or 81 cents per share, in the 1996 second
quarter. Reported 1997 second quarter results include the following one-
time items:
-- An after-tax gain of $116 million ($200 million pre-tax), or 99 cents
per share, on the sale of a 39.8% interest in Madison Square Garden
(MSG). Total pre-tax proceeds to ITT from this sale were $500 million.
ITT is guaranteed to receive at least $150 million for its remaining
10.2% stake in MSG.
-- An after-tax provision of $5 million ($9 million pre-tax), or 4 cents
per share, for costs associated with the hostile offer for the Company
by Hilton Hotels Corporation.
-- After-tax earnings of $2 million ($4 million pre-tax), or 2 cents per
share, at The Desert Inn in Las Vegas and the Company's riverboat casino
in Tunica, Mississippi. ITT has decided to dispose of these properties
and, accordingly, has reflected them as assets held for sale. The 1996
second quarter earnings for these properties and for the Company's
interest in MSG and WBIS+-TV, which ITT has also agreed to sell, were $4
million ($6 million pre-tax), or 3 cents per share.
4
<PAGE>
4. CERTAIN INFORMATION CONCERNING PARENT AND THE PURCHASER SINCE JANUARY 31,
1997
The discussion set forth in Section 8 of the Offer to Purchase is hereby
amended and supplemented as follows:
Set forth below is a summary of certain consolidated financial data with
respect to Parent and its subsidiaries, excerpted or derived from audited
financial information presented in Parent's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 (the "Parent 1996 10-K") and the unaudited
financial information contained in Parent's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1997 (the "Parent 1997 First Quarter 10-
Q"). The financial information summary set forth below is qualified in its
entirety by reference to the Parent 1996 10-K, the Parent 1997 First Quarter
10-Q, and other documents, financial information and related notes contained
therein which have been filed with the Commission, and which are hereby
incorporated herein by reference. Such reports and other documents may be
inspected and copies may be obtained from the Commission, the NYSE or the PSE
in the manner set forth in Section 8 of the Offer to Purchase.
HILTON HOTELS CORPORATION
SUMMARY CONSOLIDATED FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEARS ENDED DECEMBER 31,
------------------ --------------------------
1997 1996 1996 1995 1994
<S> <C> <C> <C> <C> <C>
OPERATING INFORMATION:
Revenues....................... $ 1,303 $ 957 $ 3,940 $ 3,555 $ 3,301
Expenses....................... 1,146 878 3,611 3,200 3,015
Operating Income............... 157 79 329 355 286
Income Before Extraordinary
Items......................... 68 37 156 173 122
Net Income..................... 68 37 82 173 122
Net Income Per Share........... .26 .19 .41 .89 .63
Weighted Average Common Equiva-
lent Shares................... 250 195 197 194 193
</TABLE>
<TABLE>
<CAPTION>
AT MARCH 31, AT DECEMBER 31,
------------ ---------------
1997 1996 1995
<S> <C> <C> <C> <C>
BALANCE SHEET INFORMATION:
Current Assets................................. $1,058 $ 1,151 $ 1,100
Total Assets................................... 7,685 7,577 3,443
Current Liabilities............................ 922 998 917
Long-Term Debt................................. 2,732 2,606 1,070
Total Liabilities.............................. 4,408 4,366 2,189
Stockholders' Equity........................... 3,277 3,211 1,254
</TABLE>
Effective December 18, 1996, the Parent completed the merger of Bally
Entertainment Corporation ("Bally") with and into Parent pursuant to an
agreement dated June 6, 1996. Parent's consolidated results of operations have
incorporated Bally's activity from the effective date of the merger. The
following unaudited pro forma information has been prepared assuming that this
acquisition had taken place on January 1, 1996. This pro forma information
does not purport to be indicative of future results or what would have
occurred had the acquisition been made as of that date.
5
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
MARCH 31, DECEMBER 31,
------------------ ------------
1996 1996
<S> <C> <C>
(in millions, except per share amounts)
Revenue......................................... $1,239 $5,041
Operating Income................................ 132 525
Income Before Extraordinary Item................ 55 243
Net Income...................................... 55 169
Net Income Per Share............................ .21 .64
</TABLE>
On July 22, 1997, Parent issued a press release reporting unaudited 1997
second quarter net income of $93 million ($.36 per share) compared to $59
million ($.30 per share) for the same period a year ago, an increase of 58%.
For the three months ended June 30, 1997, Parent's consolidated revenue
increased 35% to $1.4 billion from $1.0 billion for the same period a year
ago. Operating income for the three months ended June 30, 1997, increased 80%
to $203 million from $113 million in 1996.
5. SOURCE AND AMOUNT OF FUNDS
The discussion set forth in Section 9 of the Offer to Purchase is hereby
amended and supplemented as follows:
As a result of the increase in the Offer Price, the Purchaser estimates that
the total amount of funds required to acquire the outstanding Shares pursuant
to the Offer and the Proposed Merger and to pay related fees and expenses will
be approximately $4.5 billion. The Purchaser expects to obtain the funds
required to consummate the Offer through capital contributions or advances
made by Parent. Parent plans to obtain the funds for such capital
contributions or advances from a combination of its available cash, working
capital, existing credit facilities, borrowings under credit facilities that
Parent will seek to obtain from commercial banks and/or issuance of public
debt. Although there are no commitments by such borrowing sources at this
time, Parent intends to have such credit facility or facilities in effect
prior to the satisfaction or waiver of the conditions to the Offer. It is
anticipated that the indebtedness incurred by Parent in connection with the
Offer and the Proposed Merger will be repaid as described in the Offer to
Purchase. See Section 9 of the Offer to Purchase.
6. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY SINCE JANUARY 31, 1997
The discussion set forth in Section 10 of the Offer the Purchase is hereby
amended and supplemented as follows:
On January 31, 1997, the date the Offer was commenced, Mr. Bollenbach sent
the following letter to Mr. Araskog:
January 31, 1997
Mr. Rand V. Araskog
Chairman and Chief Executive Officer
ITT Corporation
1330 Avenue of the Americas
New York, New York 10019-5490
Dear Rand:
I understand from press reports that your directors will be meeting on
February 4, 1997, to consider Hilton's $55 per share offer for ITT
Corporation. I would very much like to meet with you in advance of that
meeting, or make a presentation to the ITT Board at that meeting, and discuss
the compelling benefits that we see from the
6
<PAGE>
combination of our two companies. As I am sure you are aware, the shareholders
of both of our companies and industry analysts have responded enthusiastically
to Hilton's merger proposal. This response confirms our view that it is in the
best interests of each company and its respective shareholders, employees and
other constituencies to make this combination a reality.
As you know, we are excited about the benefits of this combination for both
of our companies, and we hope that you will share that enthusiasm after we
meet with you, your directors and your advisors to discuss its details.
Best personal regards,
/s/ Steve
Stephen F. Bollenbach
The following day, Mr. Araskog sent the following letter to Mr. Bollenbach:
February 1, 1997
Mr. Stephen F. Bollenbach
President and Chief Executive Officer
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, CA 90210
Dear Mr. Bollenbach:
I am in receipt of your letter dated January 31, 1997. Our Board of
Directors will carefully consider your proposal. It would be inappropriate for
you to participate in the Board Meeting.
Sincerely,
/s/ Rand V. Araskog
Rand V. Araskog
On February 11, 1997 Parent and Purchaser delivered a notice of nomination
(the "Nomination Notice") to the Company, in accordance with their previously
announced intention to nominate at the Annual Meeting, if necessary, a slate
of nominees who support the Offer and the Proposed Merger, subject to their
fiduciary duties (the "Parent Nominees"). Concurrently with delivery of the
Nomination Notice, Parent and the Purchaser delivered a notice of intent to
present business (the "Business Notice") to the Company. The Business Notice
relates to two resolutions to be proposed by Parent and the Purchaser at the
next Annual Meeting of the Company, in support of the Offer and the Proposed
Merger.
Also on February 11, 1997, Mr. Bollenbach sent the following letter to Mr.
Araskog:
February 11, 1997
Mr. Rand V. Araskog
Chairman and Chief Executive Officer
ITT Corporation
1330 Avenue of the Americas
New York, NY 10019-5490
Dear Mr. Araskog:
I am writing to express again our desire to meet with you and the management
of ITT to discuss our proposal for a business combination of Hilton and ITT.
As you know, we believe this combination is a compelling one for both our
companies and our respective shareholders. The initial response from
shareholders and analysts has been overwhelmingly positive. We also believe
that the prompt consummation of our offer is in the best interests of both
companies' shareholders, and an agreement now will allow us to achieve the
best value for your shareholders.
7
<PAGE>
I am sure that you have read, as we have, the various press reports
speculating on defensive mechanisms you might employ to keep our offer from
your shareholders. Of course, we have no knowledge of the accuracy of these
reports, and we assume that you will not take actions to frustrate the wishes
of your shareholders or to diminish the value of their equity.
Let me reiterate, however, our commitment to making this combination a
reality. We do not intend to be deterred from pursuing our offer by any
actions that you may choose to take. But, to the extent your actions reduce
the value of the combination to us, we would, of course, be required to review
the per share price that we would be able to pay and, if necessary, adjust the
terms of our offer.
We hope that upon your review of our offer, you and your Board will agree
that this combination is in the best interests of ITT and your shareholders.
We stand ready to meet with you at any time and to answer any questions you or
your directors may have. We look forward to hearing from you.
Sincerely,
/s/ Steve
Stephen F. Bollenbach
cc: Members of the Board
of Directors of ITT Corporation
On February 12, 1997, the Company filed the Schedule 14D-9 with the
Commission, recommending that stockholders reject the Offer. On that same
date, Mr. Araskog sent the following letter to Mr. Bollenbach:
February 12, 1997
Mr. Stephen F. Bollenbach
President & CEO
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, CA 90210
Dear Mr. Bollenbach:
In regard to your letter dated February 11, 1997 addressed to me and copied
to the Board of Directors of ITT Corporation, I believe that the
recommendation of the Board, as referred to in the attached press release
issued earlier today, is self-explanatory. A Solicitation/Recommendation
Statement on Schedule 14D-9 will be delivered as soon as practicable.
Sincerely,
/s/ Rand V. Araskog
Rand V. Araskog
The following day, Mr. Bollenbach sent the following letter to Mr. Araskog:
February 13, 1997
Mr. Rand V. Araskog
Chairman and Chief Executive Officer
ITT Corporation
1330 Avenue of the Americas
New York, New York 10019-5490
Dear Mr. Araskog:
While we are disappointed with your continued unwillingness to discuss our
offer, we are heartened by the company's public statement that "the issue is
creating shareholder value, both short- and long-term." We are also heartened
that you now agree with us that a focus on core businesses, and monetization
of nonstrategic assets, will assist the creation of shareholder value. Our
proposed combination is fully consistent with these goals.
8
<PAGE>
We are, however, concerned with statements, attributed by the press to
"sources close to ITT," that the company will be "unloading" assets and that
the non-core businesses "are going and going quick." As I am sure you know, a
fire sale of these assets will bring significantly less value than an orderly
sale process. Following the combination of our companies, we will be able to
work together to review all of ITT's non-core assets and realize the best
value for these assets.
The combination of ITT's core businesses with Hilton's will, of course,
further enhance value for both companies' shareholders. We have structured our
offer to give your shareholders a substantial premium for their shares now
while, at the same time, allowing them to participate in the significant long-
term value created by the combination of our companies. The creation of
shareholder value, both short- and long-term, is precisely what our proposal
will accomplish.
We continue to hope that you will meet with us promptly so that we may
negotiate a transaction that is in the interests of both companies'
shareholders. Failing this, as you know, we plan to bring the question
directly to your shareholders at your regularly held May annual meeting. Once
again, I look forward to hearing from you.
Sincerely,
/s/ Stephen F. Bollenbach
Stephen F. Bollenbach
On February 24, 1997, Parent and the Purchaser filed a preliminary proxy
statement with the Commission in connection with the solicitation of proxies
from the stockholders of the Company with respect to the Annual Meeting of the
Company's stockholders. On that same date, Mr. Bollenbach sent the following
letter to Mr. Araskog:
February 24, 1997
Mr. Rand V. Araskog
Chairman and Chief Executive Officer
ITT Corporation
1330 Avenue of the Americas
New York, NY 10019-5490
Dear Mr. Araskog:
The recently announced agreement between Marriott and Renaissance serves as
a reminder that our competitors will not stand still awaiting the completion
of a combination of Hilton and ITT. We can both do our shareholders a great
service by meeting soon to discuss the substantial benefits to be realized by
a combination of our two companies.
In spite of press reports on your continuing bid for SEAT SpA, we hope we
have been successful in convincing you to re-think your ownership of non-core
businesses. But let me emphasize that a true focus on your core businesses
involves more than simply selling non-strategic assets. We are confident that
your shareholders will realize more value from a combination with Hilton than
they would from any quick-fix financial engineering transactions.
While we remain prepared to take the question directly to your shareholders,
a faster resolution of this important matter is in everyone's interest.
Therefore, we hope that you will agree to meet with us soon. Waiting for your
regularly scheduled May annual meeting will only result in a lost opportunity
for our companies and shareholders.
Sincerely,
/s/ Stephen F. Bollenbach
Stephen F. Bollenbach
9
<PAGE>
On March 21, 1997, Parent and the Purchaser filed a definitive proxy
statement (as it may be amended, the "Definitive Proxy Statement") with the
Commission in connection with the solicitation of proxies from the
stockholders of the Company with respect to the Company's 1997 Annual Meeting
of stockholders.
On May 19, 1997, the Company announced that it had agreed to sell five
Sheraton hotels to FelCor and that the Company would retain management of each
of the hotels for a 20-year period. On June 2, 1997, Mr. Bollenbach sent the
following letter to the members of the Company Board:
June 2, 1997
Board of Directors
ITT Corporation
1330 Avenue of the Americas
New York, New York 10019-5490
Dear Members of the Board:
While ITT has failed to disclose any of the details of its proposed sale of
five hotels to Felcor, some disturbing aspects of that proposed transaction
have recently come to light. In particular, we now understand that ITT
proposes to include a penalty provision in the transaction, under which Felcor
would be able to terminate ITT's right to manage these five hotels in the
event of a change of control of ITT.
As I am sure you appreciate, in a sale transaction of the type proposed with
Felcor, the seller receives two forms of consideration: cash up front, and a
management/franchise contract under which the seller receives payments in the
future. Both forms of consideration are important assets to ITT and its
shareholders. The change of control penalty provision proposed in the Felcor
transaction means that ITT and its shareholders would lose part of the
consideration from the sale, and receive nothing in return, in the event of a
change of control of ITT.
We view these change of control provisions as irresponsible and unnecessary.
In this regard, Hilton is willing to purchase the five hotels at the same
price that Felcor proposes to pay, with a contract providing that the hotels
would be managed by ITT Sheraton on the same economic terms as under the
proposed contract with Felcor, but without any change of control penalty
provisions. This is clearly more advantageous to ITT shareholders.
More generally, we are also disturbed that ITT, after following our advice
with respect to shedding noncore assets, now appears to be pursuing a path of
shedding core assets with a view to keeping Hilton's offer from ITT
shareholders. Please be advised that if ITT is looking to dispose of any more
of its core assets, Hilton is a ready, willing and able buyer.
We remain hopeful that, in the interests of your shareholders, you will
agree to talk to us about the compelling benefits of combining our companies.
Until that time, we trust that you will not take value away from your
shareholders by entering into transactions designed to drive us away.
Sincerely,
/s/ Stephen F. Bollenbach
Stephen F. Bollenbach
On June 9, 1997, Mr. Bollenbach sent the following letter to the members of
the Company Board:
June 9, 1997
Board of Directors
ITT Corporation
1330 Avenue of the Americas
New York, New York 10019-5490
Dear Members of the Board:
Following my letter of last week, I was astonished to learn from news
reports that ITT is not only placing change of control penalty provisions into
its management contracts with FelCor, but has already placed these
10
<PAGE>
shark repellent provisions into numerous other management contracts signed
since announcement of Hilton's offer for ITT. Even more troubling were reports
that ITT is seeking to sell many of its premier hotel properties on similar
terms.
As I stated in my previous letter, Hilton is a ready, willing and able buyer
for ITT's core assets. So that there can be no mistake, let me now be even
more clear: I am confident that the price Hilton can offer for ITT's core
assets is higher than any bona fide price that ITT can obtain from any other
qualified purchaser. And, as you know, Hilton will not ask for any change of
control penalty provisions.
ITT's interest in selling core assets also raises the more fundamental
question of why ITT continues to refuse to talk to us. The benefits of
combining our two companies remains compelling. We are more committed than
ever to making this combination a reality. If ITT's efforts to drive us off
destroy shareholder value, this will only force us to pay less for the ITT
shares.
Before we reach that point, I truly believe that, in the interests of both
companies' shareholders, the time has come for us to sit down as fiduciaries
and conclude a transaction that will benefit both companies. I hope that, on
reflection, you will agree.
Sincerely,
/s/ Stephen F. Bollenbach
Stephen F. Bollenbach
On August 6, 1997, Mr. Bollenbach sent the following letter to the members
of the Company Board:
August 6, 1997
Board of Directors
ITT Corporation
1330 Avenue of the Americas
New York, New York 10019-5490
Dear Members of the Board:
Hilton is today announcing an increase in its offer for all of ITT
Corporation to $70 per share. This represents a 64% premium over ITT's trading
price prior to the original commencement of our offer in January. We will be
amending our cash tender offer for a majority of the shares of ITT to offer
$70 per share. Following consummation of the tender offer, we would then
complete a second-step merger in which the remaining ITT shares would be
converted into shares of Hilton common stock having a value of $70 per ITT
share, subject to appropriate collar provisions.
We believe our revised offer represents a full and attractive price for your
shareholders, and is demonstrably superior to the partial tender offer and
break-up plan announced by ITT last month. The combination of Hilton and ITT--
which includes significant cost savings and synergies unique to this
combination--will bring maximum value to our respective shareholders. I hope
that you will agree, in light of our revised offer, that the time has come for
us to reach a prompt agreement to expedite this transaction.
I look forward to hearing from you or your advisors.
Sincerely,
/s/ Stephen F. Bollenbach
Stephen F. Bollenbach
11
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7. CERTAIN LEGAL MATTERS SINCE JANUARY 31, 1997; REGULATORY APPROVALS SINCE
JANUARY 31, 1997
The discussion set forth in Section 15 of the Offer to Purchase is hereby
amended and supplemented as follows:
Antitrust Compliance. On February 27, 1997 at 11:59 pm, New York City time
the waiting period under the HSR Act expired.
Competition Act (Canada). On February 6, 1997, Parent filed a pre-merger
notification with the Director of Investigation and Research (the "Canadian
Director") with respect to the Offer and the Proposed Merger. The applicable
waiting period under the Canadian Competition Act (the "Competition Act")
expired on February 27, 1997. In addition, Parent filed an application for an
advance ruling certificate confirming that the Canadian Director would not
have sufficient grounds on which to apply to the "Competition Tribunal," a
specialized tribunal empowered to deal with certain matters governed by the
Competition Act, with respect to the Offer or the Proposed Merger. The
Canadian Director issued such an advance ruling certificate to Parent on
February 18, 1997.
Federal Communications Act Approvals. On March 4, Parent and the Purchaser
filed with the FCC three applications for consent to transfer control of the
Company's one-half interest in television station WPXN (formerly WBIS+). Both
the Company and Dow Jones & Co. filed objections to Parent's and the
Purchaser's two short-form applications, and Parent and the Purchaser filed a
consolidated reply to those objections. The Company subsequently filed a
petition to deny Parent's and the Purchaser's long-form application, which
Parent and the Purchaser opposed. All three applications by Parent and the
Purchaser are pending.
Third Party Approvals. According to the Schedule 14D-9, on April 15, 1997,
the Company agreed to sell its 50% interest in MSG to Cablevision and on June
17, 1997 the initial sale of a 39.8% interest was completed. Until the
remaining portion of such interest is sold Parent and the Purchaser may
nonetheless be required to obtain approval from the National Basketball
Association and the National Hockey League prior to consummation of the Offer
and the Proposed Merger. Parent does not expect there to be significant
impediments to obtaining these approvals; however there can be no assurance
when or if such approvals will be granted.
Nevada Gaming Regulations. On January 31, 1997, Parent and Purchaser filed
applications with the Nevada State Gaming Control Board and the Nevada Gaming
Commission requesting approvals of the Offer, the acquisition of control of
the Company and the Proposed Merger.
New Jersey Gaming Regulations. On February 14, 1997, Parent filed a
petition with the New Jersey Casino Control Commission (the "CCC") for an
order qualifying the Purchaser as a holding company of a New Jersey casino
licensee for the purpose of pursuing and consummating the Offer (the
"Purchaser's Proceeding"). On February 27, 1997, the Company filed a petition
with the CCC to intervene in the Purchaser's Proceeding. On March 5, 1997, the
Parent Nominees filed a petition with the CCC for an order temporarily
qualifying them to serve as directors of the Company upon being elected to the
Board ("Nominees' Proceeding"). On April 4, 1997, the Company and its
subsidiaries filed a petition to intervene in, and to dismiss, the Nominees'
Proceeding.
On July 16, 1997, the Company and its subsidiaries petitioned the CCC for
various regulatory approvals in connection with the Company's implementation
of the Comprehensive Plan. On Monday, August 4, 1997, Parent petitioned the
CCC for consolidation of the Company's petition for approval of the
Comprehensive Plan with the petitions filed by Parent and by the Hilton
Nominees, and to permit Parent and the Company to intervene in each other's
petitions.
Mississippi Gaming Regulations. On April 17, 1997, the Purchaser was found
suitable by the Mississippi Gaming Commission to be associated with a gaming
licensee under the Mississippi Gaming Control Act. At that time, the
Mississippi Gaming Commission also granted its approval to Parent for the
proposed acquisition of control of the Company through the Purchaser. The
approvals granted did not include the Proposed Merger which will require
additional approval by the Mississippi Gaming Commission.
Certain Litigation. On February 12, 1997, the Company filed an answer and
counterclaims to the Complaint denying certain allegations of the Complaint.
The counterclaims seek injunctive relief prohibiting
12
<PAGE>
Parent from proceeding with the Offer. The counterclaims allege that the Offer
and the Proposed Merger are the product of the misuse of confidential
information concerning the Company obtained by: (i) certain employees of Bally
during the course of due diligence by those employees with respect to a
potential business combination of Bally and the Company; and (ii) a law firm
that performed certain services for the Company, one of its subsidiaries, and
a joint venture between the Company and Dow Jones & Co. The counterclaims also
allege that the Offer to Purchase fails to disclose: (i) that there is a
significant risk that the Offer and Proposed Merger may be found to violate
the antitrust laws; (ii) that there is a significant risk that the Offer and
Proposed Merger will not be approved by gaming authorities; and (iii)
information concerning the role of HFS in the Offer and Proposed Merger and
the potential negative impact of HFS's role on the value of the Company's
Sheraton and Four Points hotel businesses, including the risk that HFS's role
will trigger anti-assignment or exclusivity clauses in various agreements and
will lead to termination or non-renewal of hotel management contracts and
franchise agreements. In connection with its counterclaims, the Company filed
a motion for a preliminary and permanent injunction requiring Parent to
discharge the law firm that is the subject of the allegations in the
counterclaims.
On March 13, 1997, the Company's motion was denied. Parent believes that the
allegations of the counterclaims are without merit and denies that it received
confidential information concerning the Company from either the Bally
executives or the law firm mentioned in the counterclaims. Parent also
believes that the Offer to Purchase complies in all material respects with
disclosure requirements of the federal securities laws.
On February 26, 1997, Parent and the Purchaser filed a motion for a
preliminary injunction requiring the Company to conduct the Annual Meeting in
May 1997. On April 21, 1997, the court issued an order denying such motion. On
an appeal by Parent and the Purchaser of the order, the order was affirmed.
On June 12, 1997, Parent filed a first amended and supplemental complaint
(the "First Amended and Supplemental Complaint") in the U.S. District Court
for the District of Nevada. In addition to the relief sought in the Complaint,
the First Amended and Supplemental Complaint seeks, among other things,
injunctive relief to (i) prevent the Company from further delaying its annual
meeting, (ii) require the Company to conduct an auction of the Company, (iii)
prohibit the Company from selling any of its assets, without conducting an
auction in which Parent may participate and without stockholder approval, (iv)
require the Company to rescind its transaction with FelCor, (v) invalidate the
change of control provisions in the Company's management agreements with
FelCor and prohibit the Company from entering into any other agreement
containing change of control provisions and (vi) prohibiting the Board from
taking actions aimed at entrenching themselves in office. On July 2, the
Company filed a motion to dismiss certain counts included in the First Amended
and Supplemental Hilton Complaint or, in the alternative, for partial summary
judgment.
On July 16, 1997, the Company filed a complaint in the U.S. District Court
for the District of Nevada (the "Company Complaint") seeking, among other
relief, a declaratory judgment that the Company Board did not act outside its
powers or fail to exercise its powers in good faith and with a view to the
interests of the Company in approving the Comprehensive Plan. The Company also
filed a motion with the court seeking a speedy hearing on the claims.
On August 5, 1997, Parent filed its answer and counterclaims to the Company
Complaint (the "Counterclaims"). The Counterclaims seek, among other things,
an order (i) prohibiting the implementation of the Comprehensive Plan, (ii)
requiring the Company to put the Comprehensive Plan to a stockholder vote, and
(iii) declaring that the Company Board has acted on an uninformed basis and
outside its powers and has exercised its powers in bad faith with a view to
advancing its own interests and the interests of Company management rather
than the interests of the Company and its shareholders.
8. MISCELLANEOUS
Parent and the Purchaser have filed with the Commission amendments to the
Schedule 14D-1 furnishing certain additional information with respect to the
Offer, and may file further amendments thereto. The Schedule 14D-1 and any and
all amendments thereto, including exhibits, may be examined and copies may be
obtained
13
<PAGE>
from the principal office of the Commission in the same manner as described in
Section 8 of the Offer to Purchase with respect to information concerning the
Company.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE PURCHASER NOT CONTAINED IN THIS SUPPLEMENT,
THE OFFER TO PURCHASE, THE LETTERS OF TRANSMITTAL, OR THE SCHEDULE 14D-1, AND
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED.
Except as modified by this Supplement and any amendments to the Schedule
14D-1, the terms and conditions set forth in the Offer to Purchase remain
applicable in all respects to the Offer, and this Supplement should be read in
conjunction with the Offer to Purchase and the revised (yellow) Letter of
Transmittal.
HLT Corporation
August 7, 1997
14
<PAGE>
Facsimile copies of the Letter of Transmittal, properly completed and duly
signed, will be accepted. The Letter of Transmittal, certificates for the
Shares and, if applicable, the Rights and any other required documents should
be sent by each stockholder of the Company or by such stockholder's broker,
dealer, commercial bank, trust company or other nominee to the Depositary as
follows:
The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
(212) 858-2103
<TABLE>
<CAPTION>
By Hand or Overnight
By Mail: By Facsimile: Delivery:
<S> <C> <C>
P.O. Box 84 (212) 858-2611 One State Street
Bowling Green Station Attn: Reorganization New York, New York 10004
New York, New York 10274- Operations Department Attn: Securities
0064 Transfer Window,
Attn: Reorganization Subcellar One
Operations Department
</TABLE>
Confirm Facsimile by Telephone:
(212) 858-2103
Any questions or requests for assistance or additional copies of the Offer
to Purchase, this Supplement, the revised (yellow) Letter of Transmittal, and
the revised (beige) Notice of Guaranteed Delivery may be directed to the
Information Agent or the Dealer Manager at their respective telephone numbers
and locations listed below. You may also contact your broker, dealer,
commercial bank or trust company or other nominee for assistance concerning
the Offer.
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
Call Toll Free (800) 322-2885
The Dealer Manager for the Offer is:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
2121 Avenue of the Stars
Suite 3000
Los Angeles, California 90067
(310) 282-5059 (Collect)
or
Call Toll-Free (800) 237-5022, ext. 5059
<PAGE>
EXHIBIT (a)(22)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK
PURCHASE RIGHTS)
OF
ITT CORPORATION
AT
$70 NET PER SHARE IN CASH
PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 31, 1997
AND THE SUPPLEMENT THERETO DATED AUGUST 7, 1997
BY
HLT CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
HILTON HOTELS CORPORATION
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, AUGUST 29, 1997
UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
By Mail: By Facsimile Transmission: By Hand or Overnight
Delivery:
P.O. Box 84 (212) 858-2611 One State Street
Bowling Green Station Attn: Reorganization New York, New York
New York, New York Operations Department 10004
10274-0084 Attn: Securities
Attn: Reorganization Processing Window,
Operations Department Subcellar One
Confirm Facsimile by Telephone:
(212) 858-2103
---------------
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE
TRANSMISSION OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY TO THE DEPOSITARY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS.
DESCRIPTION OF SHARES TENDERED
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NAME(S) AND
ADDRESS(ES)
OF
REGISTERED
HOLDER(S)
(PLEASE
FILL IN, IF SHARE CERTIFICATE(S) TENDERED
BLANK) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ---------------------------------------------------------------
TOTAL NUMBER OF NUMBER
CERTIFICATE SHARES REPRESENTED OF SHARES
NUMBER(S)* BY CERTIFICATE(S)* TENDERED**
------------------------
------------------------
------------------------
------------------------
------------------------
------------------------
<S> <C> <C> <C>
TOTAL SHARES
</TABLE>
- -------------------------------------------------------------------------------
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares being
delivered to the Depositary are being tendered. See Instruction 4.
The names and addresses of the registered holders should be printed, if not
already printed above, exactly as they appear on the certificates representing
Shares tendered hereby. The certificates and number of Shares that the
undersigned wishes to tender should be indicated in the appropriate boxes.
<PAGE>
DESCRIPTION OF RIGHTS TENDERED
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NAME(S) AND
ADDRESS(ES)
OF
REGISTERED
HOLDER(S)
(PLEASE
FILL IN, IF RIGHTS CERTIFICATE(S) TENDERED
BLANK) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ----------------------------------------------------------------
TOTAL NUMBER OF NUMBER
CERTIFICATE RIGHTS REPRESENTED OF RIGHTS
NUMBER(S)** BY CERTIFICATE(S) TENDERED***
------------------------
------------------------
------------------------
------------------------
------------------------
------------------------
<S> <C> <C> <C>
TOTAL RIGHTS
</TABLE>
- --------------------------------------------------------------------------------
* If the tendered Rights are represented by separate Rights Certificates,
complete the certificate numbers of such Rights Certificates.
Stockholders tendering Rights which are not represented by separate
certificates will need to submit an additional Letter of Transmittal if
Rights Certificates are distributed.
** Need not be completed by stockholders tendering by book-entry transfer.
*** Unless otherwise indicated, it will be assumed that all Rights being
delivered to the Depositary are being tendered. See Instruction 4.
The names and addresses of the registered holders should be printed, if not
already printed above, exactly as they appear on the certificates representing
Rights tendered hereby. The certificates and number of Rights that the
undersigned wishes to tender should be indicated in the appropriate boxes.
This revised Letter of Transmittal or the previously circulated (blue) Letter
of Transmittal is to be used either if certificates evidencing Shares and/or
Rights (each as defined below) are to be forwarded herewith or, unless an
Agent's Message (as defined in the Offer to Purchase dated January 31, 1997
(the "Offer to Purchase"), as amended and supplemented by the Supplement
thereto dated August 7, 1997 (the "Supplement")) is utilized, if delivery of
Shares and/or Rights is to be made by book-entry transfer to the account
maintained by IBJ Schroder Bank & Trust Company (the "Depositary") at The
Depository Trust Company or Philadelphia Depository Trust Company (each, a
"Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer
Facilities") pursuant to the procedures set forth in Section 3 of the Offer to
Purchase.
Holders of Shares will be required to tender one Right for each Share
tendered to effect a valid tender of such Share. Until the Distribution Date
(as defined in the Offer to Purchase) occurs, the Rights are represented by and
transferred with the Shares. Accordingly, if the Distribution Date does not
occur prior to the Expiration Date (as defined in the Offer to Purchase), a
tender of Shares will constitute a tender of the associated Rights. If a
Distribution Date has occurred, the Purchaser (as defined below) has waived
that portion of the Rights Condition (as defined in the Offer to Purchase)
requiring that a Distribution Date not have occurred and separate certificates
("Rights Certificates") have been distributed by the Company (as defined below)
to holders of Shares prior to the date of tender pursuant to the Offer (as
defined below), Rights Certificates representing a number of Rights equal to
the number of Shares being tendered must be delivered to the Depositary in
order for such Shares to be validly tendered. If a Distribution Date has
occurred, the Purchaser (as defined below) has waived that portion of the
Rights Condition (as defined in the Offer to Purchase) requiring that a
Distribution Date not have occurred and Rights Certificates have not been
distributed prior to the time Shares are tendered pursuant to the Offer, a
tender of Shares without Rights constitutes an agreement by the tendering
stockholder to deliver Rights Certificates representing a number of Rights
equal to the number of Shares tendered pursuant to the Offer to the Depositary
within three business days after the date Rights Certificates are distributed.
The Purchaser reserves the right to require that it receive such Rights
Certificates prior to accepting Shares for payment. Payment for Shares tendered
and purchased pursuant to the Offer will be made only after timely receipt by
the Depositary of, among other things, Rights Certificates, if such
certificates have been distributed to holders of Shares. The Purchaser will not
pay any additional consideration for the Rights tendered pursuant to the Offer.
<PAGE>
Holders whose certificates for Shares and, if applicable, Rights, are not
immediately available (including, if the Distribution Date has occurred, but
Rights Certificates have not yet been distributed by the Company), or who
cannot deliver confirmation of the book-entry transfer of their Shares into
the Depositary's account at a Book-Entry Transfer Facility ("Book-Entry
Confirmation") and all other documents required hereby to the Depositary on or
prior to the Expiration Date (as defined in the Offer to Purchase), must
tender their Shares and Rights according to the guaranteed delivery procedures
set forth in Section 3 of the Offer to Purchase. See Instruction 2 of this
Letter of Transmittal. Delivery of documents to a Book-Entry Transfer Facility
does not constitute delivery to the Depositary.
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ____________________________________________
Check Box of Book-Entry Transfer Facility:
[_] The Depository Trust Company
[_] Philadelphia Depository Trust Company
Account Number ________________________________________________________________
Transaction Code Number ______________________________________________________
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY (AS DEFINED IN THE OFFER TO PURCHASE) PREVIOUSLY SENT
TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s): ___________________________________________
Date of Execution of Notice of Guaranteed Delivery: _______________________
Name of Institution that Guaranteed Delivery: _____________________________
If Delivered by Book-Entry Transfer, Check Box of Book-Entry Transfer
Facility:
[_] The Depository Trust Company
[_] Philadelphia Depository Trust Company
Account Number ________________________________________________________________
Transaction Code Number _______________________________________________________
<PAGE>
LADIES AND GENTLEMEN:
The undersigned hereby tenders to HLT Corporation, a Delaware corporation
(the "Purchaser") and wholly owned subsidiary of Hilton Hotels Corporation, a
Delaware corporation ("Parent"), (i) the above described shares (the "Shares")
of common stock, no par value per share (the "Common Stock"), of ITT
Corporation, a Nevada corporation (the "Company"), and (ii) unless and until
validly redeemed by the Board of Directors of the Company (the "Board"), the
Series A Participating Cumulative Preferred Stock Purchase Rights (the
"Rights") associated therewith and issued pursuant to the Rights Agreement,
dated as of November 1, 1995, between the Company and The Bank of New York, as
Rights Agent (the "Rights Agreement"), at a price of $70 per Share (including
associated Right), net to the seller in cash, without interest thereon (the
"Offer Price"), upon the terms and subject to the conditions set forth in the
Offer to Purchase, the Supplement (receipt of each of which is hereby
acknowledged), and in the related Letter of Transmittal (which, as amended
from time to time, together constitute the "Offer"). Unless the context
requires otherwise, all references to Shares herein shall include the
associated Rights, and all references to the Rights shall include all benefits
that may inure to the holders of the Rights pursuant to the Rights Agreement.
Subject to, and effective upon, acceptance for payment of the Shares and
Rights tendered herewith in accordance with the terms and subject to the
conditions of the Offer, the undersigned hereby sells, assigns, and transfers
to, or upon the order of, the Purchaser all right, title and interest in and
to all the Shares and Rights that are being tendered hereby (and any and all
other Shares, rights or other securities issued or issuable in respect thereof
on or after January 31, 1997) and irrevocably constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares and Rights (and any such other shares, rights or
securities) with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (a) deliver
certificates for such Shares and Rights (individually, a "Share Certificate"
and a "Rights Certificate," respectively) (and any such other shares, rights
or securities), or transfer ownership of such Shares and Rights (and any such
other shares, rights or securities) on the account books maintained by a Book-
Entry Transfer Facility, together in either such case with all accompanying
evidences of transfer and authenticity to, or upon the order of, the Purchaser
upon receipt by the Depositary, as the undersigned's agent, of the purchase
price (adjusted, if appropriate, as provided in the Offer to Purchase), (b)
present such Shares and Rights (and any such other Shares, rights or
securities) for transfer on the books of the Company and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares and Rights (and any other such shares, rights or securities), all in
accordance with the terms of the Offer.
The undersigned understands that, unless the Rights are redeemed prior to
the expiration of the Offer, stockholders will be required to tender one Right
for each Share tendered in order to effect a valid tender of such Share. The
undersigned understands that if the Distribution Date has occurred, the
Purchaser has waived that portion of the Rights Condition requiring that a
Distribution Date not have occurred, and Rights Certificates have been
distributed to holders of Shares prior to the date of tender pursuant to the
Offer, Rights Certificates representing a number of Rights equal to the number
of Shares being tendered herewith must be delivered to the Depositary or, if
available, a Book-Entry Confirmation must be received by the Depositary with
respect thereto. If the Distribution Date has occurred, the Purchaser has
waived that portion of the Rights Condition requiring that a Distribution Date
not have occurred, and Rights Certificates have not been distributed prior to
the time Shares are tendered herewith, the undersigned agrees hereby to
deliver Rights Certificates representing a number of Rights equal to the
number of Shares tendered herewith to the Depositary within three business
days after the date such Rights Certificates are distributed. The Purchaser
reserves the right to require that the Depositary receive such Rights
Certificates, or a Book-Entry Confirmation, if available, with respect to such
Rights prior to accepting Shares for payment. Payment for Shares tendered and
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of, among other things, Rights Certificates if such
certificates have been distributed to holders of Shares. The Purchaser will
not pay any additional consideration for the Rights tendered pursuant to the
Offer.
<PAGE>
If, on or after January 27, 1997, the Company should declare or pay any cash
or stock dividend or other distribution on or issue any rights (other than the
Rights) with respect to the Shares payable or distributable to stockholders of
record on a date before the transfer to the name of the Purchaser or its
nominee or transferee on the Company's stock transfer records of the Shares
accepted for payment pursuant to the Offer, then, subject to the provisions of
Section 14 of the Offer to Purchase, (i) the purchase price per Share payable
by the Purchaser pursuant to the Offer will be reduced by the amount of any
such cash dividend or cash distribution and (ii) the whole of any such non-
cash dividend, distribution or right will be received and held by the
tendering stockholder for the account of the Purchaser and shall be required
to be promptly remitted and transferred by each tendering stockholder to the
Depositary for the account of the Purchaser, accompanied by appropriate
documentation of transfer. Pending such remittance, the Purchaser will be
entitled to all rights and privileges as owner of any such non-cash dividend,
distribution or right and may withhold the entire purchase price or deduct
from the purchase price the amount of value thereof, as determined by the
Purchaser in its sole discretion.
The undersigned hereby irrevocably appoints Stephen F. Bollenbach, Matthew
J. Hart and Scott A. LaPorta and each of them, the attorneys-in-fact and
proxies of the undersigned, each with full power of substitution to the full
extent of such stockholder's rights with respect to tendered Shares and Rights
(and any and all other Shares, rights or securities issued or issuable in
respect thereof on or after January 31, 1997), to vote in such manner as each
such attorney and proxy or his substitute shall in his sole discretion deem
proper, and otherwise act with respect to all the Shares and Rights tendered
hereby which have been accepted for payment by the Purchaser prior to the time
of such vote which the undersigned is entitled to vote at any meeting of
stockholders (whether annual or special and whether or not an adjourned
meeting) of the Company, or otherwise. This proxy is coupled with an interest
in the Company and in the Shares and Rights and is irrevocable and is granted
in consideration of, and is effective when, if and to the extent that the
Purchaser accepts such Shares and Rights for payment pursuant to the Offer.
Such acceptance for payment shall revoke, without further action, all prior
proxies granted by the undersigned at any time with respect to such Shares and
Rights (and any such other Shares or other securities) and no subsequent
proxies will be given (and if given will be deemed not to be effective) with
respect thereto by the undersigned. The undersigned acknowledges that in order
for Shares and Rights to be deemed validly tendered, immediately upon the
acceptance for payment of such Shares and Rights, the Purchaser or the
Purchaser's designee must be able to exercise full voting and all other rights
which inure to a record and beneficial holder with respect to such Shares and
Rights.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares and Rights
tendered hereby (and any and all other Shares or other securities issued or
issuable in respect thereof on or after January 31, 1997), and that, when the
same are accepted for payment by the Purchaser, the Purchaser will acquire
good, marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and the same will not be subject to any
adverse claim. The undersigned, upon request, will execute and deliver any
additional documents deemed by the Depositary or the Purchaser to be necessary
or desirable to complete or confirm the sale, assignment and transfer of the
Shares and Rights tendered hereby (and any and all such other Shares, rights
or other securities).
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and any obligation of the undersigned hereunder
shall be binding upon the successors, assigns, heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives of
the undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable, provided that Shares and Rights tendered pursuant to the Offer
may be withdrawn at any time prior to their acceptance for payment.
The undersigned understands that tenders of Shares and Rights pursuant to
any one of the procedures described in Section 3 of the Offer to Purchase and
the instructions hereto will constitute a binding agreement between the
undersigned and the Purchaser upon the terms and subject to the conditions of
the Offer. The undersigned recognizes that under certain circumstances set
forth in the Offer to Purchase, the Purchaser may not be required to accept
for payment any of the Shares and Rights tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any certificates
for Shares or Rights not tendered or accepted for payment in the
<PAGE>
name(s) of the undersigned. Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail the check for the purchase price
and/or return any certificates for Shares or Rights not tendered or accepted
for payment (and accompanying documents, as appropriate) to the undersigned at
the address shown below the undersigned's signature. In the event that both
the Special Delivery Instructions and the Special Payment Instructions are
completed, please issue the check for the purchase price and/or return any
certificates for Shares or Rights not tendered or accepted for payment in the
name of, and deliver such check and/or return such certificates to the person
or persons so indicated. Stockholders delivering Shares or rights by book-
entry transfer may request that any Shares or Rights not accepted for payment
be returned by crediting such account maintained at a Book-Entry Transfer
Facility as such stockholder may designate by making an appropriate entry
under "Special Payment Instructions." The undersigned recognizes that the
Purchaser has no obligation pursuant to the Special Payment Instructions to
transfer any Shares or Rights from the name of the registered holder thereof
if the Purchaser does not accept for payment any of the Shares or Rights so
tendered.
SPECIAL PAYMENT INSTRUCTIONS (SEE SPECIAL DELIVERY INSTRUCTIONS
INSTRUCTIONS 1, 5, 6 AND 7 OF (SEE INSTRUCTIONS 1, 5, 6 AND 7
THIS LETTER OF TRANSMITTAL) OF THIS LETTER OF TRANSMITTAL)
To be completed ONLY if certifi- To be completed ONLY if certifi-
cates for Shares and/or Rights cates for Shares and/or Rights
not tendered or not purchased not tendered or not purchased
and/or the check for the purchase and/or the check for the purchase
price of Shares and/or Rights price of Shares and/or Rights
purchased are to be issued in the purchased are to be sent to some-
name of someone other than the one other than the undersigned,
undersigned, or if Shares and/or or to the undersigned at an ad-
Rights delivered by book-entry dress other than that shown
transfer which are not purchased above.
are to be returned by credit to
an account maintained at a Book-
Entry Transfer Facility other
than that designated above.
Mail [_] Check and/or [_] Certificates
to:
Name______________________________
(PLEASE PRINT)
Issue [_] Check and/or [_] Certificates Address __________________________
to: __________________________________
(ZIP CODE)
Name _____________________________
(PLEASE PRINT)
Address __________________________
__________________________________
(ZIP CODE)
__________________________________
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
(ALSO COMPLETE SUBSTITUTE FORM W-
9 BELOW)
[_] Credit unpurchased Shares
and/or Rights delivered by
book-entry transfer to the
Book-Entry Transfer Facility
account set forth below:
Check appropriate box:
[_] The Depository Trust Company
[_] Philadelphia Depository Trust
Company
__________________________________
(ACCOUNT NUMBER)
<PAGE>
SIGN HERE
(COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
...............................................................
...............................................................
(SIGNATURE(S) OF HOLDER(S))
Dated: ................................................... 1997
(Must be signed by registered holder(s) exactly as name(s)
appear(s) on stock certificate(s) or on a security position
listing or by person(s) authorized to become registered
holder(s) by certificates and documents transmitted herewith.
If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity,
please provide the following information. See Instruction 5 of
this Letter of Transmittal.)
Name(s)........................................................
.......................................................
(PLEASE PRINT)
Capacity (Full title)..........................................
Address........................................................
.......................................................
(INCLUDE ZIP CODE)
Area Code and Telephone Number.................................
Tax Identification or Social Security No.......................
(COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5 OF THIS LETTER OF TRANSMITTAL)
Authorized Signature...........................................
Name...........................................................
(PLEASE PRINT)
Title..........................................................
Name of Firm...................................................
Address........................................................
...............................................................
(INCLUDE ZIP CODE)
Area Code and Telephone Number.................................
Dated: .................................................., 1997
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required (i) if this Letter of Transmittal is signed by the
registered holder of the Shares and/or Rights (which term, for purposes of
this document, shall include any participant in a Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of Shares or
Rights) tendered herewith, unless such holder has completed either the box
entitled "Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the reverse hereof or (ii) if such Shares and/or Rights are
tendered for the account of a firm which is a bank, broker, dealer, credit
union, savings association or other entity that is a member in good standing
of the Securities Transfer Agents Medallion Program (each, an "Eligible
Institution"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 5
of this Letter of Transmittal.
2. Delivery of Letter of Transmittal and Certificates. This Letter of
Transmittal is to be completed by stockholders either if certificates are to
be forwarded herewith or if tenders are to be made pursuant to the procedures
for delivery by book-entry transfer set forth in Section 3 of the Offer to
Purchase. Certificates for all physically tendered Shares and/or Rights, or
any Book-Entry Confirmation of Shares and/or Rights, as the case may be, as
well as a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof), with any required signature guarantees, or
an Agent's Message (as defined below), in the case of a book-entry delivery,
and any other documents required by this Letter of Transmittal must be
transmitted to and received by the Depositary at one of its addresses set
forth herein prior to the Expiration Date and, if a Distribution Date has
occurred and the Purchaser has waived that portion of the Rights Condition
requiring that a Distribution Date not have occurred, Rights Certificates, or
Book-Entry Confirmation of a transfer of Rights into the Depositary's account
at a Book-Entry Transfer Facility, if available (together with, if Rights are
forwarded separately from Shares, a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof) with any required signature
guarantee, or an Agent's Message in the case of a book-entry delivery, and any
other documents required by this Letter of Transmittal), must be received by
the Depositary at one of its addresses set forth herein prior to the
Expiration Date or, if later, within three business days after the date on
which such Rights Certificates are distributed. If a holder's Share
Certificates and, if applicable, Rights Certificates, are not immediately
available (including, if Rights Certificates have not yet been distributed) or
time will not permit all required documents to reach the Depositary prior to
the Expiration Date, or the procedure for book-entry transfer cannot be
completed on a timely basis, such holder's Shares and/or Rights may
nevertheless be tendered by properly completing and duly executing the Notice
of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth
in Section 3 of the Offer to Purchase. Pursuant to such procedure, (i) such
tender must be made by or through an Eligible Institution, (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in
the form provided by the Purchaser, must be received by the Depositary prior
to the Expiration Date and (iii) in the case of a guarantee of Shares and/or
Rights, the certificates for all tendered Shares and/or Rights, in proper form
for transfer, or a Book-Entry Confirmation, together with a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile thereof)
with any required signature guarantee (or, in the case of a book-entry
transfer, an Agent's Message) and any other documents required by such Letter
of Transmittal, must be received by the Depositary (a) in the case of Shares,
within three NYSE trading days after the date of execution of such Notice of
Guaranteed Delivery or (b) in the case of Rights, within a period ending on
the later of (i) three NYSE trading days after the date of execution of such
Notice of Guaranteed Delivery or (ii) three business days after Rights
Certificates are distributed to stockholders by the Company. If Share
Certificates and Rights Certificates are forwarded separately to the
Depositary, a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) must accompany each such delivery. The term "Agent's
Message" means a message, transmitted by a Book-Entry Transfer Facility to,
and received by, the Depositary and forming a part of a Book-Entry
Confirmation, which states that
<PAGE>
such Book-Entry Transfer Facility has received an express instruction from the
participant in such Book-Entry Transfer Facility tendering the Shares or
Rights, that such participant has received and agrees to be bound by the terms
of this Letter of Transmittal and that the Purchaser may enforce such
agreement against the participant.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARES CERTIFICATES,
AND, IF APPLICABLE, RIGHTS CERTIFICATES, AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION
AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL,
PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
EXCEPT AS OTHERWISE PROVIDED IN INSTRUCTION 2 OF THIS LETTER OF TRANSMITTAL,
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares or Rights will be purchased. All tendering stockholders, by
execution of this Letter of Transmittal (or a manually signed facsimile
thereof), waive any right to receive any notice of the acceptance of their
Shares or Rights for payment.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares and, if applicable, Rights
should be listed on a separate signed schedule attached hereto.
4. Partial Tenders. (Not applicable to stockholders who tender by book-entry
transfer.) If fewer than all the Shares or Rights evidenced by any certificate
submitted are to be tendered, fill in the number of Shares or Rights which are
to be tendered in the box entitled "Description of Shares to be Tendered" and
"Description of Rights to be Tendered" respectively. In such case, new
certificate(s) for the remainder of the Shares or Rights that were evidenced
by your old certificate(s) will be sent to you, unless otherwise provided in
the appropriate box on this Letter of Transmittal, as soon as practicable
after the Expiration Date. All Shares and Rights represented by certificates
delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
and Rights tendered hereby, the signature(s) must correspond exactly to the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the Shares or Rights tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares or Rights are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of
a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Purchaser of such person's authority so to act must be
submitted.
When this Letter of Transmittal is signed by the registered owner(s) of the
Shares or Rights listed and transmitted hereby, no endorsement of certificates
or separate stock powers is required unless payment or certificates for Shares
or Rights not tendered or purchased are to be issued to a person other than
the registered owner(s). Signatures on such certificates or stock powers must
be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Shares or Rights listed, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear on the certificates.
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.
<PAGE>
6. Stock Transfer Taxes. Except as set forth in this Instruction 6 of this
Letter of Transmittal, the Purchaser will pay or cause to be paid any stock
transfer taxes with respect to the transfer and sale of purchased Shares and
Rights to it or its order pursuant to the Offer. If payment of the purchase
price is to be made, or if certificates for Shares and/or Rights not tendered
or purchased are to be registered in the name of any person other than the
registered holder, or if tendered certificates are registered in the name of
any person other than the person(s) signing this Letter of Transmittal, the
amount of any stock transfer taxes (whether imposed on the registered holder
or such person) payable on account of the transfer to such person will be
deducted from the purchase price unless satisfactory evidence of the payment
of such taxes or exemption therefrom is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6 OF THIS LETTER OF TRANSMITTAL, IT
WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE
CERTIFICATES LISTED IN THIS LETTER OF TRANSMITTAL.
7. Special Payment and Delivery Instructions. If a check and/or certificates
for unpurchased Shares or Rights are to be issued in the name of a person
other than the signer of this Letter of Transmittal or if a check is to be
sent and/or such certificates are to be returned to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be
completed. Stockholders tendering Shares or Rights by book-entry transfer may
request that Shares and Rights not purchased be credited to such account
maintained at a Book-Entry Transfer Facility as such stockholder may designate
hereon. If no such instructions are given, such Shares and Rights not
purchased will be returned by crediting the account at the Book-Entry Transfer
Facility designated above.
8. Requests for Assistance or Additional Copies. Requests for assistance may
be directed to the Dealer Manager or the Information Agent (as such terms are
defined in the Offer to Purchase) at the addresses set forth below. Additional
copies of the Offer to Purchase, the Supplement, this Letter of Transmittal,
the Notice of Guaranteed Delivery and the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 may be obtained from the
Dealer Manager or the Information Agent at the addresses set forth below or
from your broker, dealer, commercial bank or trust company.
9. Waiver of Conditions. The conditions of the Offer may be waived, in whole
or in part, by the Purchaser at any time and from time to time, in the case of
any Shares or Rights tendered.
10. Substitute Form W-9. Each tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9, which is provided under "Important Tax Information"
below, and to certify, under penalties of perjury, that such number is correct
and that such stockholder is not subject to backup withholding of federal
income tax. If a tendering stockholder has been notified by the Internal
Revenue Service that such stockholder is subject to backup withholding, such
stockholder must cross out item (2) of the Certification box of the Substitute
Form W-9, unless such stockholder has since been notified by the Internal
Revenue Service that such stockholder is no longer subject to backup
withholding. Failure to provide the information on the Substitute Form W-9 may
subject the tendering stockholder to 31% federal income tax withholding with
respect to any payments received pursuant to the Offer and Proposed Merger (as
defined in the Offer to Purchase). If the tendering stockholder has not been
issued a TIN and has applied for one or intends to apply for one in the near
future, such stockholder should write "Applied For" in the space provided for
the TIN in Part I of the Substitute Form W-9, and sign and date the Substitute
Form W-9. If "Applied For" is written in Part I and the Depositary is not
provided with a TIN within 60 days, the Depositary will withhold 31% on all
payments of the purchase price to such stockholder until a TIN is provided to
the Depositary.
11. Lost, Destroyed or Stolen Certificates. If any certificate(s)
representing Shares or Rights has been lost, destroyed or stolen, the
stockholder should promptly notify the Depositary. The stockholder will then
be instructed as to the steps that must be taken in order to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates
have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, TOGETHER WITH CERTIFICATES OR CONFIRMATION OF
BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF
GUARANTEED DELIVERY, MUST BE RECEIVED BY THE DEPOSITARY AT ONE OF ITS
ADDRESSES SET FORTH HEREIN PRIOR TO THE EXPIRATION DATE.
<PAGE>
IMPORTANT TAX INFORMATION
Under United States federal income tax law, a stockholder whose tendered
Shares are accepted for payment is required by law to provide the Depositary
with such stockholder's correct TIN on Substitute Form W-9 below. If such
stockholder is an individual, the TIN is such stockholder's social security
number. If the Depositary is not provided with the correct TIN, the
stockholder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, payments that are made to such stockholder with respect
to Shares and Rights purchased pursuant to the Offer may be subject to backup
withholding of 31%.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement, signed under penalties of
perjury, attesting to such individual's exempt status. Forms of such
statements can be obtained from the Depositary. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies with respect to a stockholder, the Depositary
is required to withhold 31% of any payments made to such stockholder. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld.
If withholding results in an overpayment of taxes, a refund may be obtained
from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares or Rights purchased pursuant to the Offer, the
stockholder is required to notify the Depositary of such stockholder's correct
TIN by completing the form below certifying (a) that the TIN provided on the
Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN),
and (b) that such stockholder is not subject to backup withholding because (i)
such stockholder is exempt from backup withholding, (ii) such stockholder has
not been notified by the Internal Revenue Service that such stockholder is
subject to backup withholding as a result of a failure to report all interest
or dividends or (iii) such stockholder has been notified by the Internal
Revenue Service that such stockholder is no longer subject to backup
withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares
and/or Rights tendered hereby. If the Shares and/or Rights are in more than
one name or are not in the name of the actual owner, consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional guidance on which number to report. If the tendering
stockholder has not been issued a TIN and has applied for a number or intends
to apply for a number in the near future, the stockholder should write
"Applied For" in the space provided for in the TIN in Part I, and sign and
date the Substitute Form W-9. If "Applied For" is written in Part I and the
Depositary is not provided with a TIN within 60 days, the Depositary will
withhold 31% of all payments of the purchase price to such stockholder until a
TIN is provided to the Depositary.
<PAGE>
PAYER'S NAME: IBJ SCHRODER BANK & TRUST COMPANY, AS DEPOSITARY
PART I--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND ----------------------
CERTIFY BY SIGNING AND Social Security Number
DATING BELOW. OR
SUBSTITUTE
FORM W-9
DEPARTMENT OF
THE TREASURY ----------------------
INTERNAL Employer Identification
REVENUE Number (If awaiting TIN
SERVICE write "Applied For")
--------------------------------------------------------
PAYER'S REQUEST PART II--For Payees exempt from backup withholding,
FOR TAXPAYER see the enclosed Guidelines for Certification of
IDENTIFICATION Taxpayer Identification Number on Substitute Form W-9
NUMBER (TIN) and complete as instructed therein.
CERTIFICATION--Under penalties of perjury, I certify
that:
(1) The number shown on this form is my correct
Taxpayer Identification Number (or a Taxpayer
Identification Number has not been issued to me)
and either (a) I have mailed or delivered an
application to receive a Taxpayer Identification
Number to the appropriate Internal Revenue
Service ("IRS") or Social Security Administration
office or (b) I intend to mail or deliver an
application in the near future. I understand that
if I do not provide a Taxpayer Identification
Number within 60 days, 31% of all reportable
payments made to me thereafter will be withheld
until I provide a number, and
(2) I am not subject to backup withholding either
because (a) I am exempt from backup withholding,
(b) I have not been notified by the IRS that I am
subject to backup withholding as a result of a
failure to report all interest or dividends, or
(c) the IRS has notified me that I am no longer
subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item
(2) above if you have been notified by the IRS that
you are subject to backup withholding because of
underreporting interest or dividends on your tax
return. However, if after being notified by the IRS
that you were subject to backup withholding you
received another notification from the IRS that you
are no longer subject to backup withholding, do not
cross out item (2). (Also see instructions in the
enclosed Guidelines.)
- --------------------------------------------------------------------------------
SIGNATURE _______________________________ DATE ____________________, 1997
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
<PAGE>
Questions and requests for assistance or additional copies of the Offer to
Purchase, the Supplement, this Letter of Transmittal and other tender offer
materials may be directed to the Information Agent or the Dealer Manager as set
forth below:
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
The Dealer Manager for the Offer is:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
2121 Avenue of the Stars
Suite 3000
Los Angeles, CA 90067
(310) 282-5059 (Collect)
or
CALL TOLL-FREE (800) 237-5059, EXT. 5513
<PAGE>
EXHIBIT (a)(23)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A PARTICIPATING
CUMULATIVE PREFERRED STOCK PURCHASE RIGHTS)
OF
ITT CORPORATION
TO
HLT CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
HILTON HOTELS CORPORATION
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or one substantially in the form hereof,
must be used to tender Shares (as defined below) and Rights (as defined below)
pursuant to the Offer (as defined below) if (i) certificates ("Share
Certificates") representing shares (the "Shares") of common stock, no par
value per share (the "Common Stock"), of ITT Corporation, a Nevada corporation
(the "Company"), or if applicable, certificates ("Rights Certificates") for
the associated Series A Participating Cumulative Preferred Stock Purchase
Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of
November 1, 1995, between the Company and The Bank of New York, as Rights
Agent (the "Rights Agreement"), are not immediately available (including, if a
Distribution Date (as defined in the Offer to Purchase, dated January 31, 1997
(the "Offer to Purchase") as amended and supplemented by the Supplement
thereto dated August 7, 1997 (the "Supplement")) has occurred, because Rights
Certificates have not yet been distributed); (ii) time will not permit all
required documents to reach the IBJ Schroder Bank & Trust Company, as
Depositary (the "Depositary"), prior to the Expiration Date (as defined in the
Offer to Purchase); or (iii) the procedure for delivery by book-entry transfer
cannot be completed on a timely basis. This Notice of Guaranteed Delivery may
be delivered by hand or mail or transmitted by telegram or facsimile to the
Depositary. See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
By Mail: By Facsimile Transmission: By Hand or Overnight
Delivery:
................................................................................
P.O. Box 84 (212) 858-2611 One State Street
Bowling Green Station Attn: Reorganization New York, New York 10004
New York, New York Operations Department Attn: Securities
10274-0084 Processing Window,
Attn: Reorganization Subcellar One
Operations Department
Confirm Facsimile by Telephone:
(212) 858-2103
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE
DEPOSITARY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
<PAGE>
LADIES AND GENTLEMEN:
The undersigned hereby tenders to HLT Corporation, a Delaware
corporation and a wholly owned subsidiary of Hilton Hotels Corporation, a
Delaware corporation, upon the terms and subject to the conditions set
forth in the Offer to Purchase, the Supplement, and in the related Letter
of Transmittal (which together constitute the "Offer"), receipt of which
is hereby acknowledged, the number of Shares and Rights indicated below
pursuant to the guaranteed delivery procedures set forth in Section 3 of
the Offer to Purchase.
Number of Shares: _________________________________________________________
Number of Rights: _________________________________________________________
Name(s) of Record Holder(s) _______________________________________________
___________________________________________________________________________
Please Type or Print
___________________________________________________________________________
Address(es): ______________________________________________________________
Zip Code
Area Code and Tel. No.: ___________________________________________________
Certificate No(s). (if available) _________________________________________
___________________________________________________________________________
Share Certificates: _______________________________________________________
Rights Certificates: ______________________________________________________
Check ONE box if Shares or Rights will be tendered by book-entry transfer:
[_]The Depository Trust Company
[_]Philadelphia Depository Trust Company
Signature(s): _____________________________________________________________
___________________________________________________________________________
Account Number ____________________________________________________________
Dated ____________ , 1997
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a bank, broker, dealer, credit union,
savings association or other entity that is a member in good standing of
the Securities Transfer Agents Medallion Program, hereby (a) represents
that the tender of Shares (or Rights, if applicable) effected hereby
complies with Rule 14e-4 under the Securities Exchange Act of 1934, as
amended and (b) guarantees delivery to the Depositary, at one of its
addresses set forth above, of certificates representing the Shares and
Rights tendered hereby in proper form for transfer, or confirmation of
book-entry transfer of such Shares and Rights into the Depositary's
accounts at The Depository Trust Company or Philadelphia Depository Trust
Company, in each case with delivery of a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), and any other
required documents, within (a) in the case of Shares, three New York Stock
Exchange, Inc. ("NYSE") trading days after the date hereof or (b) in the
case of Rights, a period ending on the later of (i) three NYSE trading
days after the date hereof or (ii) three business days after the date
Rights Certificates are distributed to stockholders.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
the certificates for Shares and Rights to the Depositary within the time
period shown herein. Failure to do so could result in a financial loss to
such Eligible Institution.
Name of Firm: _____________________________________________________________
___________________________________________________________________________
Authorized Signature
Address: __________________________________________________________________
Zip Code
Area Code and Tel. No.: ___________________________________________________
Name: _____________________________________________________________________
Please Type or Print
Title: ____________________________________________________________________
Date _____________ , 1997
NOTE: DO NOT SEND CERTIFICATES FOR SHARES OR RIGHTS WITH THIS NOTICE.
CERTIFICATES FOR SHARES OR RIGHTS SHOULD BE SENT WITH YOUR LETTER
OF TRANSMITTAL.
<PAGE>
EXHIBIT (a)(24)
HLT CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
HILTON HOTELS CORPORATION
HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH
61,145,475 SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A PARTICIPATING
CUMULATIVE PREFERRED STOCK PURCHASE RIGHTS)
OF
ITT CORPORATION
TO
$70 NET PER SHARE IN CASH
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, AUGUST 29, 1997, UNLESS THE OFFER
IS EXTENDED.
August 7, 1997
To Brokers, Dealers, Commercial Banks, Trust Companies And Other Nominees:
We have been engaged by HLT Corporation, a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Hilton Hotels Corporation, a
Delaware corporation ("Parent"), to act as Dealer Manager in connection with
the Purchaser's offer to purchase (i) 61,145,475 shares (the "Shares") of
common stock, no par value per share, of ITT Corporation, a Nevada corporation
(the "Company"), or such greater number of Shares which, when added to the
number of Shares beneficially owned by the Purchaser and its affiliates,
constitutes a majority of the total number of Shares outstanding on a fully
diluted basis as of the Expiration Date (as defined in the Offer to Purchase)
(the greater number of such Shares being the "Maximum Number"), and (ii)
unless and until the Purchaser declares that the Rights Condition (as defined
in the Offer to Purchase dated January 31, 1997 (the "Offer to Purchase"), as
amended and supplemented by the Supplement thereto dated August 7, 1997 (the
"Supplement")) is satisfied, the associated preferred stock purchase rights
(the "Rights") issued pursuant to the Rights Agreement, dated as of November
1, 1995, by and between the Company and The Bank of New York, as Rights Agent
(the "Rights Agreement"). The Purchaser is tendering for 61,145,475 Shares at
a purchase price of $70 per Share (including the associated Right), net to the
seller in cash, without interest thereon (the "Offer Price"), upon the terms
and subject to the conditions set forth in the Offer to Purchase, the
Supplement, and in the Letter of Transmittal (which, as amended from time to
time, together constitute the "Offer").
Unless the Rights are redeemed prior to the Expiration Date, holders of
Shares will be required to tender one associated Right for each Share tendered
in order to effect a valid tender of such Share. Accordingly, stockholders who
sell their Rights separately from their Shares and do not otherwise acquire
Rights may not be able to satisfy the requirements of the Offer for the tender
of Shares. If the Distribution Date (as defined in the Offer to Purchase) has
not occurred prior to the Expiration Date, a tender of Shares will also
constitute a tender of the associated Rights. If the Distribution Date has
occurred, the Purchaser has waived that portion of the Rights Condition
requiring that a Distribution Date not have occurred and Rights Certificates
(as defined in the Offer to Purchase) have been distributed to holders of
Shares prior to the time a holder's Shares are purchased pursuant to the
Offer, in order for Rights (and the corresponding Shares) to be validly
tendered, Rights Certificates representing a number of Rights equal to the
number of Shares tendered must be delivered to the Depositary (as defined in
the Offer to Purchase) or, if available, a Book-Entry Confirmation (as defined
in the Offer to Purchase) must be received by the Depositary with respect
thereto. If the Distribution Date has occurred, the Purchaser has waived that
portion of the Rights Condition requiring that a Distribution Date not have
occurred and Rights Certificates have not been distributed prior to the time
Shares are purchased pursuant to the Offer, Rights may be tendered prior to a
stockholder receiving Rights Certificates by use of the guaranteed
<PAGE>
delivery procedure described in Section 3 of the Offer to Purchase. In any
case, a tender of Shares constitutes an agreement by the tendering stockholder
to deliver Rights Certificates representing a number of Rights equal to the
number of Shares tendered pursuant to the Offer to the Depositary within three
business days after the date Rights Certificates are distributed. The
Purchaser reserves the right to require that the Depositary receive Rights
Certificates, or a Book-Entry Confirmation, if available, with respect to such
Rights prior to accepting the related Shares for payment pursuant to the Offer
if the Distribution Date has occurred prior to the Expiration Date.
If a stockholder desires to tender Shares and Rights pursuant to the Offer
and such stockholder's Share Certificates (as defined in the Offer to
Purchase) or, if applicable, Rights Certificates are not immediately available
(including, if the Distribution Date has occurred and the Purchaser waives
that portion of the Rights Condition requiring that a Distribution Date not
have occurred, because Rights Certificates have not yet been distributed) or
time will not permit all required documents to reach the Depositary prior to
the Expiration Date or the procedure for book-entry transfer cannot be
completed on a timely basis, such Shares or Rights may nevertheless be
tendered according to the guaranteed delivery procedures set forth in Section
3 of the Offer to Purchase. See Instruction 2 of the Letter of Transmittal.
Delivery of documents to a Book-Entry Transfer Facility (as defined in the
Offer to Purchase) in accordance with the Book-Entry Transfer Facility's
procedures does not constitute delivery to the Depositary.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES, INCLUDING THE RIGHTS ASSOCIATED THEREWITH, WHICH WHEN ADDED TO THE
NUMBER OF SHARES (AND RIGHTS) BENEFICIALLY OWNED BY PURCHASER AND ITS
AFFILIATES CONSTITUTES AT LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING
SHARES OF THE COMPANY ON A FULLY DILUTED BASIS.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, or who hold
Shares registered in their own names, we are enclosing the following
documents:
1. The Supplement;
2. The revised (yellow) Letter of Transmittal to be used by holders of
Shares and Rights in accepting the Offer and tendering Shares and Rights;
3. A revised (blue) letter which may be sent to your clients for whose
account you hold Shares registered in your name or in the name of your
nominees, with space provided for obtaining such clients' instructions with
regard to the Offer;
4. The revised (beige) Notice of Guaranteed Delivery to be used to accept
the Offer if certificates for Shares and Rights are not immediately
available (including if certificates for Rights have not yet been
distributed) or if time will not permit all required documents to reach the
Depositary by the Expiration Date or if the procedure for book-entry
transfer cannot be completed on a timely basis;
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. Return envelope addressed to the Depositary.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension
or amendment), the Purchaser will accept for payment and pay for the Maximum
Number of Shares (and, if applicable, the Rights) which are validly tendered
prior to the Expiration Date and not theretofore properly withdrawn when, as
and if the Purchaser gives oral or written notice to the Depositary of the
Purchaser's acceptance of such Shares and Rights for payment pursuant to the
Offer. Payment for Shares and Rights purchased pursuant to the Offer will in
all cases be made only after timely receipt by the Depositary of certificates
for such Shares, and, if applicable, certificates for the Rights or timely
confirmation of a book-entry transfer of such Shares and Rights into the
Depositary's account at The Depository
<PAGE>
Trust Company or Philadelphia Depository Trust Company, pursuant to the
procedures described in Section 3 of the Offer to Purchase, a properly
completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) or an Agent's Message (as defined in the Offer to Purchase)
in connection with a book-entry transfer, and all other documents required by
the Letter of Transmittal.
The Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than the Dealer Manager and Depositary) in connection
with the solicitation of tenders of Shares and Rights pursuant to the Offer.
The Purchaser will, however, upon request, reimburse you for customary mailing
and handling expenses incurred by you in forwarding the enclosed materials to
your clients.
The Purchaser will pay or cause to be paid any transfer taxes payable on the
transfer of Shares and Rights to it, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, AUGUST 29, 1997,
UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Depositary, and certificates representing the tendered Shares and Rights
should be delivered or such Shares and Rights should be tendered by book-entry
transfer, all in accordance with the Instructions set forth in the Letter of
Transmittal and the Offer to Purchase.
If holders of Shares and Rights wish to tender, but it is impracticable for
them to forward their certificates or other required documents prior to the
expiration of the Offer, a tender may be effected by following the guaranteed
delivery procedures specified under Section 3 of the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed to
the Dealer Manager (as defined in the Offer to Purchase) or the Information
Agent (as defined in the Offer to Purchase) at their respective addresses and
telephone numbers set forth on the back cover page of the Supplement.
Additional copies of the enclosed materials may be obtained from the
undersigned, Donaldson, Lufkin & Jenrette Securities Corporation, by telephone
310-282-5059 (collect) or by calling the Information Agent, MacKenzie
Partners, Inc., at (212) 929-5500 (collect), or Toll-Free 800-322-2885, or
from brokers, dealers, commercial banks or trust companies.
Very truly yours,
Donaldson, Lufkin & Jenrette
Securities Corporation
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY PERSON AS AN AGENT OF PARENT, THE PURCHASER, THE DEPOSITARY, THE
INFORMATION AGENT OR THE DEALER MANAGER, OR ANY AFFILIATE OF ANY OF THE
FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE
ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN
THE DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED THEREIN.
<PAGE>
EXHIBIT (A)(25)
HLT CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
HILTON HOTELS CORPORATION
HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH
61,145,475 SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A PARTICIPATING
CUMULATIVE PREFERRED STOCK PURCHASE RIGHTS)
OF
ITT CORPORATION
TO
$70 NET PER SHARE IN CASH
August 7, 1997
To Our Clients:
Enclosed for your consideration is a Supplement dated August 7, 1997 (the
"Supplement") to the Offer to Purchase, dated January 31, 1997 (the "Offer to
Purchase") and the revised (yellow) Letter of Transmittal (which, as amended
from time to time, together constitute the "Offer") relating to an offer by
HLT Corporation, a Delaware corporation (the "Purchaser") and a wholly owned
subsidiary of Hilton Hotels Corporation, a Delaware corporation ("Parent"), to
purchase (i) 61,145,475 shares (the "Shares") of common stock, no par value
per share, of ITT Corporation, a Nevada corporation (the "Company"), or such
greater number of Shares which, when added to the number of Shares
beneficially owned by the Purchaser and its affiliates, constitutes a majority
of the total number of Shares outstanding on a fully diluted basis as of the
Expiration Date (as defined in the Offer to Purchase), and (ii) (unless and
until the Purchaser declares that the Rights Condition (as defined in the
Offer to Purchase) is satisfied) the associated preferred stock purchase
rights (the "Rights") issued pursuant to the Rights Agreement, dated as of
November 1, 1995, by and between the Company and The Bank of New York, as
Rights Agent. The Purchaser is tendering for 61,145,475 Shares at a purchase
price of $70 per Share (including the associated Right), net to the seller in
cash, without interest thereon (the "Offer Price") upon the terms and subject
to the conditions set forth in the Offer to Purchase and the Supplement.
Unless the Rights are redeemed prior to the Expiration Date, holders of
Shares will be required to tender one associated Right for each Share tendered
in order to effect a valid tender of such Share. Accordingly, stockholders who
sell their Rights separately from their Shares and do not otherwise acquire
Rights may not be able to satisfy the requirements of the Offer for the tender
of Shares. If the Distribution Date (as defined in the Offer to Purchase) has
not occurred prior to the Expiration Date, a tender of Shares will also
constitute a tender of the associated Rights. If the Distribution Date has
occurred, the Purchaser has waived that portion of the Rights Condition
requiring that a Distribution Date not have occurred and Rights Certificates
(as defined in the Offer to Purchase) have been distributed to holders of
Shares prior to the time a holder's Shares are purchased pursuant to the
Offer, in order for Rights (and the corresponding Shares) to be validly
tendered, Rights Certificates representing a number of Rights equal to the
number of Shares tendered must be delivered to the Depositary (as defined in
the Offer to Purchase) or, if available, a Book-Entry Confirmation (as defined
in the Offer to Purchase) must be received by the Depositary with respect
thereto. If the Distribution Date has occurred, the Purchaser has waived that
portion of the Rights Condition requiring that a Distribution Date not have
occurred and Rights Certificates have not been distributed prior to the time
Shares are purchased pursuant to the Offer, Rights may be tendered prior to a
stockholder receiving Rights Certificates by use of the guaranteed delivery
procedure described in Section 3 of the Offer to Purchase. In any case, a
tender of Shares constitutes an agreement by the tendering stockholder to
deliver Rights Certificates representing a number of Rights equal to the
number of Shares tendered pursuant to the Offer to the Depositary within three
business days after the date Rights Certificates are distributed. The
Purchaser reserves the right to require that the Depositary receive Rights
Certificates, or a Book-Entry Confirmation, if available, with respect to such
Rights prior to accepting the related Shares for payment pursuant to the Offer
if the Distribution Date has occurred prior to the Expiration Date.
<PAGE>
If a stockholder desires to tender Shares and Rights pursuant to the Offer
and such stockholder's Share Certificates (as defined in the Offer to
Purchase) or, if applicable, Rights Certificates are not immediately available
(including, if the Distribution Date has occurred and the Purchaser waives
that portion of the Rights Condition requiring that a Distribution Date not
have occurred, because Rights Certificates have not yet been distributed) or
time will not permit all required documents to reach the Depositary prior to
the Expiration Date or the procedure for book-entry transfer cannot be
completed on a timely basis, such Shares or Rights may nevertheless be
tendered according to the guaranteed delivery procedures set forth in Section
3 of the Offer to Purchase. See Instruction 2 of the Letter of Transmittal.
Delivery of documents to a Book-Entry Transfer Facility (as defined in the
Offer to Purchase) in accordance with the Book-Entry Transfer Facility's
procedures does not constitute delivery to the Depositary.
A tender of such Shares and Rights can be made only by us as the holder of
record and pursuant to your instructions. THE LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
SHARES OR RIGHTS HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to tender any or all of such
Shares and Rights held by us for your account, pursuant to the terms and
conditions set forth in the Offer.
Your attention is directed to the following:
1. The tender price is $70 per Share, including the associated Rights,
net to the seller in cash without interest.
2. The Offer, proration period and withdrawal rights will expire at 12:00
midnight, New York City time, on Friday, August 29, 1997, unless the Offer
is extended.
3. The Offer is being made for at least a majority of outstanding Shares.
4. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer a number of
Shares, including the Rights, which when added to the number of Shares (and
Rights) beneficially owned by Purchaser and its affiliates constitutes at
least a majority of the outstanding Shares of the Company on a fully
diluted basis.
5. Stockholders who tender Shares and Rights will not be obligated to pay
brokerage commissions, solicitation fees or, except as set forth in
Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase
of Shares and Rights by the Purchaser pursuant to the Offer.
The Purchaser is not aware of any jurisdiction where the making of the Offer
is prohibited by administrative or judicial action pursuant to any valid state
statute. If the Purchaser becomes aware of any valid state statute prohibiting
the making of the Offer or the acceptance of the Shares or Rights pursuant
thereto, Purchaser will make a good faith effort to comply with such state
statute. If, after such good faith effort, the Purchaser cannot comply with
any such state statute, the Offer will not be made to (nor will tenders be
accepted from or on behalf of) the holders of Shares or Rights in such state.
In any jurisdiction where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to
be made on behalf of the Purchaser by the Dealer Manager (as defined in the
Offer to Purchase) or one or more registered brokers or dealers which are
licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Shares and Rights, please
complete, sign and return to us the form set forth below. An envelope to
return your instructions to us is enclosed. Your instructions to us should be
forwarded in ample time to permit us to submit a tender on your behalf prior
to the expiration of the Offer. If you authorize the tender of your Shares and
Rights, all such Shares and Rights will be tendered unless otherwise specified
on the instruction form set forth below.
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER
TO PURCHASE FOR CASH 61,145,475 SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A PARTICIPATING
CUMULATIVE PREFERRED STOCK PURCHASE RIGHTS)
OF
ITT CORPORATION
The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase
dated January 31, 1997, the enclosed Supplement dated August 7, 1997, and the
revised (yellow) Letter of Transmittal (which, together as amended from time
to time constitute the "Offer") relating to the offer by HLT Corporation, a
Delaware corporation (the "Purchaser"), to purchase (i) 61,145,475 shares (the
"Shares") of common stock, no par value per share (the "Common Stock"), of ITT
Corporation, a Nevada corporation (the "Company"), and (ii) (unless and until
the Purchaser declares that the Rights Condition (as defined in the Offer to
Purchase) is satisfied) the associated preferred stock purchase rights (the
"Rights") issued pursuant to the Rights Agreement, dated as of November 1,
1995, between the Company and The Bank of New York, as Rights Agent (the
"Rights Agreement").
This will instruct you to tender to the Purchaser the number of Shares and
Rights indicated below (or if no number is indicated below, all Shares and
Rights) held by you for the account of the undersigned, on the terms and
subject to the conditions set forth in the Offer.
NUMBER OF SHARES AND RIGHTS TO SIGN HERE
BE TENDERED:* -------------------------------------
-------------------------------------
SHARES AND RIGHTS:
Signature(s)
Account Number: _______________ -------------------------------------
Dated: __________________, 1997 -------------------------------------
Please Print Name(s) and address(es)
here
-------------------------------------
Area Code and Telephone Number
-------------------------------------
Tax Identification or Social
- -------- Security Number(s)
* Unless otherwise indicated, it will be assumed that all of your Shares and
Rights held by us for your account are to be tendered.
<PAGE>
EXHIBIT (a)(26)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen: i.e. 00-0000000. The table below will help determine the
number to give the payer.
<TABLE>
- ---------------------------------------------
<CAPTION>
GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF--
- ---------------------------------------------
<S> <C>
1. Individual The individual
2. Two or more individuals The actual owner
(joint account) of the account
or, if combined
funds, the first
individual on
the account(1)
3. Custodian account of a The minor(2)
minor
(Uniform Gift to Minors
Act)
4. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also
trustee)
b. So-called trust The actual owner (1)
account that is not a
legal or valid trust
under State law
5. Sole proprietorship The owner(3)
- ---------------------------------------------
</TABLE>
<TABLE>
------
<CAPTION>
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF--
------
<S> <C>
6. Sole proprietorship The owner(3)
7. A valid trust, estate, The legal
or pension trust entity(4)
8. Corporate The corporation
9. Association, club, The organization
religious, charitable,
educational, or other
tax-exempt
organization account
10. Partnership The partnership
11. A broker or registered The broker or
nominee nominee
12. Account with the The public
Department of entity
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district, or prison)
that receives
agricultural program
payments
------
</TABLE>
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business
or "doing business as" name. You may use either your social security
number or your employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate or pension
trust. (Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.)
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your num-
ber, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of
the Social Security Administration or the Internal Revenue Service and apply
for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding include the following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a), an individual re-
tirement plan or a custodial account under section 403(b)(7) if the ac-
count satisfies the requirements of section 401(f)(2).
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or
any political subdivision or instrumentality thereof.
. A foreign government or any political subdivision, agency or instrumental-
ity thereof.
. An international organization or any agency or instrumentality thereof.
. A dealer in securities or commodities registered in the U.S. or a posses-
sion of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An entity registered at all times during the tax year under the Invest-
ment Company Act of 1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one non-resident alien partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Section 404(k) payments made by an ESOP.
. Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not pro-
vided your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to non-resident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Mortgage interest paid to you.
. Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDEN-
TIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE FORM, AND RETURN IT TO THE
PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend, inter-
est, or other payments to give taxpayer identification numbers to payers who
must report the payments to IRS. IRS uses the numbers for identification pur-
poses. Payers must be given the numbers whether or not recipients are required
to file tax returns. Beginning January 1, 1993, payers must generally withhold
31% of taxable interest, dividend, and certain other payments to a payee who
does not furnish a taxpayer identification number to a payer. Certain penal-
ties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you
fail to furnish your taxpayer identification number to a payer, you are sub-
ject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS.--If you fail to
include any portion of an includible payment for interest, dividends, or pat-
ronage dividends in gross income, such failure will be treated as being due to
negligence and will be subject to a penalty of 5% on any portion of an under-
payment attributable to that failure unless there is clear and convincing evi-
dence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying certi-
fications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
<PAGE>
Exhibit (a)(27)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares or Rights. The Offer is made solely by the Offer to Purchase
dated January 31, 1997, the Supplement thereto dated August 7, 1997 and the
related Letters of Transmittal, and is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares or Rights in any jurisdiction
in which the making of the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. In those jurisdictions where
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of HLT
Corporation by Donaldson, Lufkin & Jenrette Securities Corporation or one or
more registered brokers or dealers licensed under the laws of such jurisdiction.
HLT Corporation
a wholly owned subsidiary of
Hilton Hotels Corporation
Has Increased the Price of Its Offer to Purchase for Cash
61,145,475 Shares of Common Stock
(Including the Associated Series A Participating
Cumulative Preferred Stock Purchase Rights)
of
ITT Corporation
to
$70 Net Per Share in Cash
HLT Corporation (the "Purchaser"), a Delaware corporation and a wholly
owned subsidiary of Hilton Hotels Corporation, a Delaware corporation
("Parent"), has increased the price of its offer to purchase (i) 61,145,475
shares of common stock, no par value per share (the "Shares"), of ITT
Corporation, a Nevada corporation (the "Company"), or such greater number of
Shares which, when added to the number of Shares beneficially owned by the
Purchaser and its affiliates, constitutes a majority of the total number of
Shares outstanding on a fully diluted basis as of the Expiration Date (as
defined in the Offer to Purchase) (the greater of such numbers of Shares being
the "Maximum Number"), and (ii) unless and until validly redeemed by the Board
of Directors of the Company, the Series A Participating Cumulative Preferred
Stock Purchase Rights (the "Rights") associated therewith, to a price of $70 per
Share (including the associated Right), net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated January 31, 1997 (the "Offer to Purchase"), the
Supplement thereto dated August 7, 1997 (the "Supplement"), and in the related
Letter of Transmittal (which, as amended from time to time, together constitute
the "Offer"). Unless the context requires otherwise, all references to Shares
herein shall include the associated Rights, and all references to the Rights
shall include all benefits that may inure to the holders of the Rights pursuant
to the Rights Agreement. Unless the Rights are redeemed prior to the Expiration
Date, holders of Shares will be required to tender one associated Right for each
Share tendered in order to effect a valid tender of such Share. Accordingly,
stockholders who sell their Rights separately from their Shares and do not
otherwise acquire Rights may not be able to satisfy the requirements of the
Offer for the tender of Shares. Stockholders who have already tendered Shares
pursuant to the Offer need not take any further action in order to receive the
increased tender offer price of $70 per Share.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, AUGUST 29, 1997, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (1) there being validly
tendered and not withdrawn prior to the expiration date a number of Shares,
including the Rights associated therewith, which when added to the number of
Shares (and Rights) beneficially owned by the Purchaser and its affiliates,
constitutes a majority of the total number of outstanding Shares (and Rights) of
the Company on a fully diluted basis, (2) the Rights having been redeemed by the
Board of Directors of the Company or the Purchaser being satisfied that the
Rights have been invalidated or are otherwise inapplicable to the Offer and the
Proposed Merger, (3) the Purchaser being satisfied that the Nevada Control Share
Acquisition Statute shall be inapplicable to the Offer and the Proposed Merger,
(4) the Purchaser being satisfied that the Nevada Business Combination Statute
shall be inapplicable to the Offer and the Proposed Merger, and (5) the
Purchaser being satisfied that all material Gaming Approvals have been obtained
on terms satisfactory to the Purchaser. The Offer is also subject to other terms
and conditions contained in the Offer to Purchase. The Offer is not conditioned
on obtaining financing. See the Introduction and Sections 1, 14 and 15 of the
Offer to Purchase, and the Supplement.
Parent and the Purchaser are seeking to negotiate with the Company with
respect to the acquisition of the Company by Parent or the Purchaser. The
Purchaser reserves the right to amend the Offer (including amending the number
of Shares to be purchased, the purchase price and the proposed second-step
merger consideration) upon entering into a merger agreement with the Company, or
to negotiate a merger agreement with the Company not involving a tender offer
pursuant to which the Purchaser would terminate the Offer and the Shares would,
upon consummation of such merger, be converted into cash, common stock of Parent
and/or other securities in such amounts as are negotiated by Parent, the
Purchaser and the Company.
The purpose of the Offer is to acquire control of, and ultimately the
entire equity interest in, the Company. Parent is seeking to negotiate with the
Company a definitive acquisition agreement pursuant to which the Company would,
as soon as practicable following consummation of the Offer, consummate a merger
(the "Proposed Merger") with Parent or Purchaser or another direct or indirect
wholly owned subsidiary of Parent. In the Proposed Merger, at the effective time
of the Proposed Merger, each Share that is issued and outstanding immediately
prior to the effective time of the Proposed Merger (other than Shares held in
the treasury of the Company or owned by Parent, the Purchaser or any direct or
indirect wholly owned subsidiary of Parent) would be converted into such number
of shares of common stock, par value $2.50 per share, of Parent ("Parent Common
Stock") having a value of $70 per Share, subject to appropriate collar
provisions.
The Purchaser expressly reserves the right, in its sole discretion,
at any time and from time to time, to extend for any reason the period of time
during which the Offer is open, including as a result of the occurrence of any
of the events specified in Section 14 of the Offer to Purchase, by giving oral
or written notice of such extension to the Depositary (as defined in the Offer
to Purchase) and by making a public announcement thereof. During any such
extension, all Shares previously tendered and not withdrawn will remain subject
to the Offer, subject to the rights of a tendering stockholder to withdraw any
tendered Shares.
Upon the terms and subject to the conditions of the Offer, if more than the
Maximum Number of Shares shall be validly tendered and not withdrawn prior to
the Expiration Date in accordance with Section 4 of the Offer to Purchase, the
Purchaser will purchase the Maximum Number of Shares on a pro rata basis (with
adjustments to avoid purchases of fractional Shares) based upon the number of
Shares validly tendered and not withdrawn prior to the Expiration Date. For
purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, tendered Shares if, as and when the Purchaser
gives oral or written notice to the Depositary of the Purchaser's acceptance of
such Shares for payment. Payment for Shares accepted pursuant to the Offer will
be made by deposit of the aggregate purchase price therefor with the Depositary,
which will act as agent for tendering stockholders for the purpose of receiving
payment from the Purchaser and transmitting payment to such tendering
stockholders. Under no circumstances will interest on the Offer Price (as
defined in the Offer to Purchase) for Shares be paid by the Purchaser by reason
of any delay in making such payment. Upon the deposit of funds with the
Depositary for the purpose of making payments to tendering stockholders, the
Purchaser's obligation to make such payment shall be satisfied and tendering
stockholders must thereafter look solely to the Depositary for payment of
amounts owed to them by reason of the acceptance for payment of Shares pursuant
to the Offer. In all cases, payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of (a) certificates evidencing such Shares ("Share Certificates") and, if
applicable, certificates representing the associated Rights (the "Rights
Certificates"), or a timely confirmation of the book-entry transfer of such
Shares and, if applicable, Rights into the Depositary's account at a Book-Entry
Transfer Facility (as defined in the Offer to Purchase), pursuant to the
procedures set forth in Section 3 of the Offer to Purchase, (b) the Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees, or an Agent's Message (as defined in the
Offer to Purchase) in connection with a book-entry transfer, and (c) any other
documents required by the Letter of Transmittal.
If, for any reason whatsoever, acceptance for payment of or payment for any
Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to
accept for payment or pay for Shares tendered pursuant to the Offer, then,
without prejudice to the Purchaser's rights set forth herein, the Depositary
may, nevertheless, on behalf of the Purchaser and subject to Rule 14e-1(c) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), retain
tendered Shares and such Shares may not be withdrawn except to the extent that
the tendering stockholder is entitled to and duly exercises withdrawal rights as
described in Section 4 of the Offer to Purchase. The Purchaser will pay any
stock transfer taxes incident to the transfer to it of validly tendered Shares,
except as otherwise provided in Instruction 6 of the Letter of Transmittal, as
well as any charges and expenses of the Depositary and the Information Agent. If
any tendering Shares are not accepted for payment for any reason pursuant to the
terms and conditions of the Offer (including proration due to tenders of Shares
pursuant to the Offer in excess of the Maximum Number of Shares) or if Share
Certificates are submitted evidencing more Shares than are tendered, Share
Certificates evidencing unpurchased or untendered Shares will be returned,
without expense to the tendering stockholder (or, in the case of Shares tendered
by book-entry transfer into the Depositary's account at a Book-Entry Transfer
Facility pursuant to the procedure set forth in Section 3 of the Offer to
Purchase, such Shares will be credited to an account maintained at such Book-
Entry Transfer Facility), as promptly as practicable following the expiration or
termination of the Offer. In the event separate Rights Certificates are issued,
similar action will be taken with respect to unpurchased and untendered Rights.
Except as otherwise provided in Section 4 of the Offer to Purchase, tenders of
Shares and Rights made pursuant to the Offer are irrevocable. Shares and Rights
tendered pursuant to the Offer may be withdrawn at any time unless theretofore
accepted for payment by the Purchaser pursuant to the Offer or at such later
time as may apply if the Offer is extended. A withdrawal of Shares will also
constitute a withdrawal of the associated Rights. Rights may not be withdrawn
unless the associated Shares are also withdrawn.
If the Purchaser extends the Offer, is delayed in its acceptance for
payment of Shares or is unable to accept Shares for payment pursuant to the
Offer for any reason, then, without prejudice to the Purchaser's rights under
the Offer, the Depositary may, nevertheless, on behalf of the Purchaser, retain
tendered Shares, and such Shares may not be withdrawn except to the extent that
tendering stockholders are entitled to withdrawal rights as described in Section
4 of the Offer to Purchase. Any such delay will be by an extension of the Offer
to the extent required by law.
For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of the Offer to Purchase. Any such notice
of withdrawal must specify the name of the person who tendered the Shares or
Rights to be withdrawn, the number of Shares or Rights to be withdrawn and (if
Share Certificates or Rights Certificates have been tendered) the name of the
registered holder, if different from that of the person who tendered such Shares
or Rights. If Share Certificates or Rights Certificates evidencing Shares or
Rights to be withdrawn have been delivered or otherwise identified to the
Depositary, then prior to the release of such Share Certificates or Rights
Certificates, the serial numbers shown on the particular Share Certificates or
Rights Certificates to be withdrawn must be submitted to the Depositary, and the
signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution (as defined in the Offer to Purchase), unless such Shares or Rights
have been tendered for the account of an Eligible Institution. If Shares or
Rights have been tendered pursuant to the procedure for book-entry transfer as
set forth in Section 3 of the Offer to Purchase, any notice of withdrawal must
also specify the name and number of the account at the Book-Entry Transfer
Facility to be credited with the withdrawn Shares or Rights, in which case a
notice of withdrawal will be effective if delivered to the Depositary by any
method of delivery described in the first sentence of this paragraph.
Withdrawals of Shares or Rights may not be rescinded, but the holder thereof may
retender such Shares and Rights pursuant to the procedures set forth in the
Offer to Purchase.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) of the
General Rules and Regulations under the Exchange Act is contained in the Offer
to Purchase and is incorporated herein by reference.
The Purchaser has made an election, pursuant to Rule 14d-5(f)(1) under the
Exchange Act, to require the Company to mail copies of the Supplement and
related Letter of Transmittal to record holders of Shares or to brokers,
dealers, commercial banks, trust companies and similar persons whose names, or
the names of whose nominees, appear on the Company's stockholder list and its
list of holders of Rights, if any, or, if applicable, who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Shares and Rights.
The Offer to Purchase, the Supplement and the revised Letter of Transmittal
contain important information which should be read carefully before any decision
is made with respect to the Offer.
Questions and requests for assistance, and requests for copies of the Offer
to Purchase, the Supplement, the revised Letter of Transmittal and other tender
offer materials may be directed to the Information Agent or the Dealer Manager
at their respective addresses and telephone numbers set forth below. Holders of
Shares may also contact brokers, dealers, commercial banks and trust companies
for additional copies of the Offer to Purchase, the Supplement, the Letter of
Transmittal or other tender offer materials.
The Information Agent for the Offer is:
[MacKenzie Partners, Inc. Logo]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Collect)
or
Call Toll-Free (800) 322-2885
The Dealer Manager for the Offer is:
Donaldson, Lufkin & Jenrette
Securities Corporation
2121 Avenue of the Stars, Suite 3000
Los Angeles, CA 90067
(310) 282-5059 (Collect)
August 7, 1997
<PAGE>
EXHIBIT (a)(28)
LOGO
Hilton Hotels Corporation
CORPORATE NEWS
CONTACT: Marc Grossman
Sr. Vice President - Corporate Affairs
310-205-4030
Kathy Shepard
Vice President - Corporate Communications
310-205-7676
Joele Frank
Abernathy MacGregor
212-371-5999
HILTON INCREASES OFFER TO ACQUIRE ITT CORPORATION
-------------------------------------------------
Beverly Hills, Calif., August 6, 1997 -- Hilton Hotels Corporation
(NYSE:HLT) said today that it has increased to $70 per share its offer to
acquire ITT Corporation (NYSE:ITT) in a combination cash and stock transaction.
The new price, which represents a 64 percent premium over ITT's trading price
prior to the original commencement of Hilton's $55 per share offer in January,
brings the consideration to approximately $8.3 billion. The total transaction,
including assumption of ITT's outstanding debt, would be valued at approximately
$11.5 billion.
The company further announced that it will be amending its cash tender
for a majority of the shares of ITT to offer $70 per share. Following
consummation of the tender offer, Hilton would then complete a second-step
merger in which the remaining ITT shares would be converted into shares of
Hilton common stock having a value of $70 per ITT share, subject to appropriate
collar provisions. Hilton made the new proposal via a letter sent today to
ITT's Board of Directors.
"Having had the opportunity to review ITT's partial tender offer and
break-up plan, we believe our revised offer represents a full and attractive
price for ITT shareholders and is vastly superior to the plan announced by ITT
last month," said Stephen F. Bollenbach, president and chief executive officer
of Hilton Hotels Corporation.
"In addition, the expected significant cost savings and synergies
involved in this combination will serve to create maximum value for
shareholders," he said. "In view of our revised offer and the compelling
economic benefits to be realized by bringing together these two companies, the
time has come for Hilton and ITT ro reach a prompt agreement to expedite this
transaction."
-more-
WORLD HEADQUARTERS
9336 Civic Center Drive, Beverly Hills, California 90210 Telephone 310-205-4545
Reservations 1-800-HILTONS
<PAGE>
Hilton Increases Offer for ITT
2-2-2
Bollenbach added that the transaction as structured is expected to be
non-dilutive to Hilton's earnings in 1998 and accretive thereafter, and is
designed to preserve Hilton's investment grade credit rating.
"Value creation for the shareholders of both companies is the number one
objective of this transaction," he said. "We are in a unique position to
deliver that value by virtue of our articulated, focused and achievable growth
strategy, strong balance sheet and our management's proven history of creating
shareholder value."
# # #
NOTE TO EDITORS: The full text of Mr. Bollenbach's letter to the ITT Board of
- --------------- Directors is attached.
<PAGE>
LOGO
Hilton Hotels Corporation
Office of the
President and Chief Executive Officer
August 6, 1997
Board of Directors
ITT Corporation
1330 Avenue of the Americas
New York, New York 10019-5490
Dear Members of the Board:
Hilton is today announcing an increase in its offer for all of ITT Corporation
to $70 per share. This represents a 64% premium over ITT's trading price prior
to the original commencement of our offer in January. We will be amending our
cash tender offer for a majority of the shares of ITT to offer $70 per share.
Following consummation of the tender offer, we would then complete a second-step
merger in which the remaining ITT shares would be converted into shares of
Hilton common stock having a value of $70 per ITT share, subject to appropriate
collar provisions.
We believe our revised offer represents a full and attractive price for your
shareholders, and is demonstrably superior to the partial tender offer and
break-up plan announced by ITT last month. The combination of Hilton and
ITT--which includes significant cost savings and synergies unique to this
combination--will bring maximum value to our respective shareholders. I hope
that you will agree, in light of our revised offer, that the time has come for
us to reach a prompt agreement to expedite this transaction.
I look forward to hearing from you or your advisors.
Sincerely,
/s/ Stephen F. Bollenbach
Stephen F. Bollenbach
WORLD HEADQUARTERS
9336 Civic Center Drive, Beverly Hills, California 90210 Telephone 310-278-4321
