SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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[_]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)
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TO ALL ITT CORPORATION SHAREHOLDERS:
TRUSTING ITT IS A GAMBLE
THERE THEY GO AGAIN. After nine months of doing everything
possible to avoid even speaking with Hilton, ITT's directors are
now asking you to re-elect them so that they can "auction" the
company.
DON'T BELIEVE THEM
REMEMBER: In Spring of 1997, ITT delayed its annual meeting,
arguing to a federal court that the delay was necessary to enable
shareholders to make a "better informed" decision.
BUT in July 1997, ITT sought to circumvent its shareholders
altogether, by cramming down its "comprehensive plan" before the
shareholders could have a chance to vote.
- Only Hilton's efforts in court stopped them.
DON'T TRUST THEM
- Here's what the United States District Court concluded about
ITT's attempts to evade Hilton and the ITT shareholders by
implementing the comprehensive plan without shareholder
approval: "It has as its primary purpose the entrenchment of
the incumbent ITT Board."1
- ITT concocted its risky, disguised recap transaction with
Starwood, including over $250 million of "break up fees,"
without even speaking with Hilton.
DON'T RE-ELECT THEM
- ITT described its efforts to evade Hilton as a "war" and told
the press "we have no intention of losing this war."2
- In fact Rand Araskog even wrote, in his book The ITT Wars,
"[I]n the fight for survival, we flirted a bit ourselves,
buying that most precious of commodities, time."3
- Here's what ITT had to say just a few weeks ago about
negotiating with Hilton: "It'll be a cold day in hell"
before ITT Chairman Rand Araskog would meet with Hilton's
President and CEO Steve Bollenbach.4
THERE IS NO AUCTION AFTER NOVEMBER 12TH
IF HILTON'S NOMINEES ARE NOT ELECTED, HILTON'S $80 OFFER IS
GONE.
VOTE THE WHITE PROXY CARD TODAY
Elect Hilton's Nominees On November 12th For A Board
That Is Truly Committed To Selling ITT
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 156 Fifth Avenue, New York, New York 10010
MACKENZIE (212) 929-5500 (call collect)
PARTNERS, INC.] or
CALL TOLL-FREE (800) 322-2885
[LOGO OF
HILTON
HOTELS CORPORATION]
1Hilton Hotels Corporation and HLT Corporation vs. ITT
Corporation, United States District Court, District of Nevada
LEXIS 15707, p.28 (October 2, 1997, PMP).
2Charles Pretzlik, "ITT chief's 'parachute' in bid war," The
Daily Telegraph, London. October 16, 1997.
3Rand Araskog, The ITT Wars. Henry Holt and Company: New York,
1989. p.10
4Gary Thompson, "ITT scrambles in wake of ruling," Las Vegas
Sun. October 1, 1997.
Permission to use these quotations was neither sought nor
obtained.
