SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_]Preliminary Proxy Statement [_]Confidential,for Use of the
[_]Definitive Proxy Statement Commission Only (as permitted
[X]Definitive Additional Materials by Rule 14a-6(e)(2))
[_]Soliciting Material Pursuant to Section 240.14a-11 or Section 240.14a-12
ITT CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
HILTON HOTELS CORPORATION
HLT CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
To All ITT Corporation Shareholders:
MORE CASH MORE VALUE LESS RISK
READ WHAT THE EXPERTS ARE SAYING ABOUT THE HILTON $80 OFFER...
"We believe that [Hilton's] enriched cash portion and contingent
preferred shares will provide more certainty of future value."
First Call On-Call: OPPENHEIMER & COMPANY, INC., David
Wolfe and Bailey Dalton, November 4, 1997.
"(1) The Hilton bid is 55% cash, the Starwood bid is just 15%
cash, (2) the Hilton bid's contingent value preferred shares
provide downside protection to ITT holders taking Hilton stock,
whereas the Starwood offer has no such provision, (3) THE HILTON
BID HAS LESS INHERENT DEAL RISK, as the Starwood bid is still
subject to completion by ITT's board, (4) Hilton is likely to
realize substantially GREATER SYNERGIES than Starwood given its
significant existing gaming and lodging businesses, and (5)
Hilton's bid will face FEWER REGULATORY HURDLES given its pre-
existing gaming licenses and since it has no risk of Congressional
action on the paired share REIT issue."
First Call On-Call: LEHMAN BROTHERS, Joyce Minor,
November 4, 1997.
"I think its (Hilton's) bid is a full bid, A MORE ATTRACTIVE BID
than Starwood's. There is a BETTER STRATEGIC FIT and more
financial savings."
McDONALD & CO., Dennis I. Forst "Hilton Raises Bid To
Buy ITT Corp." Washington Post, November 4, 1997.
"ITT SHAREHOLDERS GET MORE CERTAINTY WITH HLT BID VS. HOT'S...
Particularly given the recent volatility in the stock market, we
think ITT shareholders will find HLT's offer more appealing than
Starwood's."
First Call On-Call: PRUDENTIAL SECURITIES, Joseph V.
Coccimiglio and Paul E. Patrick, November 3, 1997.
"[The Starwood proposal] is unlike any previous by a REIT and has
the potential to raise issues that may jeopardize Starwood's
special status....Starwood has the potential to face legislative,
legal, and administrative threats to its status by pursuing this
merger... The 1984 Deficit Reduction Act demonstrates Congress is
fully aware of the potential abuse of paired share REITs and also
demonstrates it is willing to act to curb this abuse.... [W]E
FORMALLY RECOMMEND ITT SHAREHOLDERS VOTE THEIR PROXIES TO HILTON
BASED ON PRESENT INFORMATION.... WE BELIEVE HILTON'S REVISED
OFFER IS STRONGER THAN STARWOOD'S PROPOSAL IN THE TOTAL
CONSIDERATION RECEIVED BASED UPON A RISK ADJUSTED COMPARISON."
First Call On-Call: SALOMON BROTHERS INC., W.
Bruce Turner, November 4, 1997.
"Cash is always far superior. That (Starwood) stock could fall
precipitously over the next couple of months."
ROFFMAN MILLER ASSOCIATES, Marvin Roffman "Hilton boosts
offer for ITT to counter Starwood deal,"
Associated Press. November 3, 1997.
VOTE THE WHITE PROXY CARD TODAY
ELECT HILTON'S NOMINEES ON NOVEMBER 12TH TO RECEIVE THE
SUPERIOR BENEFITS, CERTAINTY AND VALUE OF HILTON'S $80 OFFER
IMPORTANT
DO NOT DELAY! Vote the WHITE proxy card as soon as you receive
it. REMEMBER -- Tuesday the 11th of November is a U.S. post
office holiday with no regularly scheduled mail deliveries. TO BE
SURE YOUR PROXY IS RECEIVED IN TIME PLEASE USE EXPRESS MAIL,
FEDEX, OR UPS NEXT DAY MAIL. If you have any questions or need
assistance in completing the WHITE proxy card, please contact:
[LOGO OF MACKENZIE 156 Fifth Avenue, New York, New York 10010
PARTNERS, INC.] (212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
[LOGO OF HILTON HOTELS CORPORATION]
Permission to use these quotations was neither sought nor obtained
(emphasis added).
