<PAGE>
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
[X]Definitive Additional Materials permitted 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:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(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):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
[_]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:
----------------------------------------------------------------------
(2)Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3)Filing Party:
----------------------------------------------------------------------
(4)Date Filed:
----------------------------------------------------------------------
<PAGE>
LOGO
HILTON
October 6, 1997
YOU WON THE RIGHT TO VOTE
IT'S TIME FOR YOU TO DETERMINE ITT'S FUTURE.
Dear Fellow ITT Corporation Shareholder:
Last week, in a victory for ITT shareholders, the U.S. District Court in
Nevada enjoined ITT management from pursuing its so-called "comprehensive"
highly-leveraged break-up plan prior to ITT's 1997 annual shareholders'
meeting.
THE COURT'S DECISION SHIFTS THE POWER FOR DECIDING ITT'S FUTURE DIRECTION
BACK WHERE IT RIGHTFULLY BELONGS -- TO THE REAL OWNERS OF ITT, ITS
SHAREHOLDERS. ITT HAS SET NOVEMBER 12 AS THE DATE FOR ITS LONG-DELAYED ANNUAL
MEETING. THEIR EIGHT-MONTH CAMPAIGN OF STONEWALLING SHAREHOLDERS FINALLY
APPEARS TO BE NEARING THE END.
VOTE YOUR WHITE PROXY FOR THE OPPORTUNITY TO RECEIVE
$70 PER SHARE IN CASH AND STOCK FOR YOUR ITT SHARES.
ITT management still refuses to meet with Hilton to negotiate a value-
maximizing merger on your behalf. It's time to tell ITT that enough is enough.
Vote the enclosed WHITE proxy card to elect Hilton's nominees to the ITT Board
at the November 12 annual meeting.
THE HILTON NOMINEES ARE FULLY COMMITTED TO GIVING ALL ITT SHAREHOLDERS THE
OPPORTUNITY TO RECEIVE $70 PER SHARE IN CASH AND STOCK FOR THEIR ITT SHARES.
UPON THEIR ELECTION, THE HILTON NOMINEES PLAN TO TAKE, SUBJECT TO THEIR
FIDUCIARY DUTY, ALL NECESSARY ACTIONS TO FACILITATE CONSUMMATION OF HILTON'S
TENDER OFFER AND PROPOSED MERGER.
THE MANY COMPELLING BENEFITS OF A HILTON/ITT COMBINATION.
Remember--Hilton's superior offer gives you:
. A HANDSOME 64% PREMIUM over ITT's closing price on January 27, 1997 --
the day before Hilton announced its initial offer.
. NEARLY TWICE AS MUCH CASH -- Hilton's tender offer will pay $70 cash for
over 50% of ITT's outstanding shares.
<PAGE>
. $70 per ITT share in Hilton stock for shares not accepted in the tender,
LETTING YOU PARTICIPATE IN THE EXTRAORDINARY UPSIDE POTENTIAL of what
would become the world's largest lodging and gaming company.
. A combined company which Hilton expects will quickly realize $100 MILLION
PLUS IN COST SAVINGS AND OTHER SYNERGIES.
. A combined company with a portfolio of premier hotel and gaming
properties including Hilton, Sheraton, Bally's, Caesars and others.
. Significantly improved presence in the two most important gaming markets
of Las Vegas and Atlantic City.
. A TALENTED MANAGEMENT TEAM, WITH AN OUTSTANDING RECORD OF CREATING VALUE
FOR SHAREHOLDERS, WHOSE INTERESTS ARE ALIGNED WITH YOURS.
WALL STREET'S ENTHUSIASTIC SUPPORT FOR OUR OFFER.
You don't have to take just our word about the many benefits of a Hilton/ITT
merger. Leading Wall Street hotel and gaming analysts* are enthusiastic about
the proposed combination:
"WE BELIEVE THAT HILTON'S REVISED PROPOSAL IS THE BEST TRANSACTION FOR ITT
SHAREHOLDERS AND, WITH THE COMPANIES COMBINED, PROVIDES IMPROVED GROWTH
OPPORTUNITIES FOR HILTON SHAREHOLDERS."
David Wolfe, Oppenheimer & Co., Inc., August 6, 1997.
"WE BELIEVE THAT THE HILTON BID OFFERS ITT SHAREHOLDERS BETTER VALUE WITH
LESS RISK THAN THE ITT PLAN. . . . IN OUR VIEW, A HILTON/ITT COMBINATION WOULD
INCREASE THE GROWTH VISIBILITY OF THE COMBINED COMPANIES IN AN ERA WHERE
BIGGER IS CLEARLY BETTER."
Mark Mutkoski, Thomas Ryan, BT Alex. Brown Inc., September 30, 1997.
"WE BELIEVE HILTON'S PROPOSED BID FOR ITT IS COMPELLING FOR ITT
SHAREHOLDERS, AS IT WOULD RESULT IN SIGNIFICANT VALUE CREATION FOR BOTH HLT
AND ITT SHAREHOLDERS. . . ."
Michael G. Mueller, Beth Ann Lindell, NationsBanc Montgomery Securities,
Inc., October 2, 1997.
- --------
* Consent of the authors for use has neither been requested nor obtained.
<PAGE>
DON'T WAIT UNTIL NOVEMBER 12 TO SEND A MESSAGE TO ITT.
VOTE YOUR WHITE PROXY TODAY.
Even if you have already mailed a proxy card earlier, we urge you to sign
and mail the enclosed card. Don't wait until the annual meeting to send your
message to ITT management.
ITT HAS RUN FROM ITS SHAREHOLDERS FOR EIGHT MONTHS. BUT NOW IT'S THE
SHAREHOLDERS' TURN TO SPEAK. VOTE YOUR WHITE PROXY TO ELECT NOMINEES COMMITTED
TO BRINGING YOU THE SUPERIOR BENEFITS OF HILTON'S OFFER FOR ITT.
The enclosed proxy statement and supplement contain important information
concerning the ITT annual meeting and we urge you to read them carefully. If
you have questions about your proxy or need assistance in voting your shares,
please contact MacKenzie Partners, Inc. toll-free at (800) 322-2885.
IT IS IMPORTANT THAT YOU SEND IN YOUR VOTE NOW -- BEFORE ITT MANAGEMENT HAS
THE OPPORTUNITY TO DESTROY MORE OF THE VALUE OF THE ASSETS THAT YOU, NOT THEY,
OWN. VOTE YOUR WHITE PROXY TODAY.
We thank you for your continued support and encouragement on behalf of all
our nominees and the entire Hilton organization.
Sincerely,
/s/ Stephen F. Bollenbach
Stephen F. Bollenbach
President and Chief Executive
Officer
Hilton Hotels Corporation
<PAGE>
YOUR VOTE IS IMPORTANT
If you have any questions or need assistance in completing the WHITE proxy
card, please contact:
LOGO
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
DO NOT DELAY -- VOTE YOUR SHARES TODAY!
<PAGE>
SUPPLEMENT
TO
PROXY STATEMENT
OF
HILTON HOTELS CORPORATION
AND
HLT CORPORATION
----------------
1997 ANNUAL MEETING OF STOCKHOLDERS
OF
ITT CORPORATION
TO BE HELD
WEDNESDAY, NOVEMBER 12, 1997
HILTON HOTELS CORPORATION AND HLT CORPORATION BELIEVE THAT
HILTON'S $70 OFFER AND THE PROPOSED HILTON MERGER ARE IN THE BEST
INTERESTS OF ITT'S STOCKHOLDERS AND URGE YOU TO VOTE FOR THE
HILTON NOMINEES AND THE OTHER PROPOSALS DESCRIBED BELOW.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD
This Supplement (the "Supplement"), together with the attached Proxy
Statement (the "Proxy Statement") and the enclosed WHITE proxy card, are being
furnished to stockholders of ITT Corporation (the "Company" or "ITT") by
Hilton Hotels Corporation, a Delaware corporation ("Hilton"), and HLT
Corporation, a Delaware corporation and wholly owned subsidiary of Hilton
("HLT"), in connection with the solicitation of proxies from the Company's
stockholders to be used at the 1997 Annual Meeting of Stockholders of the
Company, including any adjournments or postponements thereof and any special
meeting called in lieu thereof (the "Annual Meeting"), to take the following
actions: (i) to elect up to 23 persons to be nominated by Hilton and HLT (the
"Hilton Nominees") to the Board of Directors of the Company (the "Board"), who
are expected, subject to their fiduciary duties, to take all actions as may be
necessary to facilitate the Offer (as defined in the Proxy Statement) and the
Proposed Hilton Merger (as defined in the Proxy Statement); (ii) to approve a
non-binding stockholder resolution urging the Board to arrange for the sale of
the Company to Hilton, HLT or any bidder offering a higher price for the
Company (the "Sale Resolution"); and (iii) to approve a stockholder resolution
to repeal each and every provision of the Amended and Restated By-laws of the
Company (the "Bylaws") adopted on or after July 23, 1996 and prior to the
adoption of such resolution (the "Bylaws Resolution," and together with the
Sale Resolution, the "Proposals"). According to the Company, the Annual
Meeting is scheduled to take place on November 12, 1997, and the Record Date
for determining stockholders entitled to notice of and to vote at the Annual
Meeting has been fixed as the close of business on October 1, 1997.
This Supplement and the enclosed WHITE proxy card are first being furnished
to the Company's stockholders on or about October 6, 1997. This Supplement
supplements and amends the attached Proxy Statement with information and a
summary of developments since the Proxy Statement was first mailed to the
Company's stockholders on March 21, 1997, and should be read in conjunction
with the Proxy Statement. Unless defined in this Supplement, capitalized terms
used in this Supplement shall have their respective meanings as set forth in
the attached Proxy Statement.
<PAGE>
1. AMENDED OFFER
On August 6, 1997, Hilton amended its proposal to acquire all of the
outstanding Company Shares by increasing the price to be paid to $70 per
Share.
Pursuant to this amended proposal, Hilton is offering to acquire: (i)
61,145,475 Shares or such greater number of Shares which, when added to the
number of Shares beneficially owned by HLT and its affiliates, constitutes a
majority of the total number of Shares outstanding on a fully diluted basis as
of the Expiration Date of the Offer, and (ii) unless and until validly
redeemed by 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 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 and in the related letter of transmittal (the "Letter of
Transmittal") (which, as amended from time to time, together constitute the
"Offer"). The purpose of the Offer is for Hilton to acquire control of, and
ultimately the entire equity interest in, the Company. The Offer is currently
scheduled to expire at 12:00 Midnight, New York City time, on Friday, October
10, 1997, unless extended (as such date may be extended, the "Expiration
Date").
Under the terms of Hilton's proposal, the Company would, as soon as
practicable following consummation of the Offer, consummate a merger with
Hilton or HLT or another direct or indirect wholly owned subsidiary of Hilton
(the "Proposed Hilton Merger"). At the effective time of the Proposed Hilton
Merger, each Share that is issued and outstanding immediately prior to the
effective time (other than Shares held in the treasury of the Company or owned
by Hilton, HLT or any direct or indirect wholly owned subsidiary of Hilton)
would be converted, subject to the collar provisions described below, into a
number of shares of Hilton Common Stock equal to $70 divided by the volume-
weighted average of the prices per share of Hilton Common Stock for all trades
reported on the New York Stock Exchange, Inc. ("NYSE") during the 20 trading
days immediately preceding the last business day before the effective time of
the Proposed Hilton Merger (the "Average Hilton Share Price"). The number of
shares of Hilton Common Stock to be issued in the Proposed Hilton Merger would
be subject to a minimum of 1.9211 shares and a maximum of 2.3480 shares for
each Share of the Company.
This means that, so long as the Average Hilton Share Price is at least
$29.8125 per share and no more than $36.4375 per share, the trading value of
the shares of Hilton Common Stock to be issued in the Proposed Hilton Merger
will be $70 per Share, the same as the cash price to be paid in the Offer. On
Friday, October 3, 1997, the closing price of the Hilton Common Stock was
$33.125 per share. If the Average Hilton Share Price goes above $36.4375 per
share, however, then the trading value of the shares of Hilton Common Stock to
be issued in the Proposed Hilton Merger will be greater than $70 per Share. If
the Average Hilton Share Price goes below $29.8125 per share, then the trading
value of the shares of Hilton Common Stock to be issued in the Proposed Hilton
Merger will be less than $70 per Share.
2. CHANGE IN THE HILTON NOMINEES
Since the initial mailing of the Proxy Statement, one of the Hilton Nominees
has passed away. Additionally one of the Hilton Nominees has accepted a
position with Hilton's financial advisor, Donaldson, Lufkin and Jenrette
Securities Corporation, and has withdrawn as a Hilton Nominee. As a result,
Hilton's first proposal is hereby amended in its entirety to read as follows:
1. To elect to the Board such number of the following Hilton Nominees as
equals the size of the Board: Daniel J. Altobello, George N. Aronoff, Scott
H. Bice, Barrie K. Brunet, James J. Florio, Fred D. Gibson, Jr., Dianne
Jett, Robert S. Kingsley, Aubrey C. Lewis, Celeste Pinto McLain, Gilbert L.
Shelton, Henry A. Collins, John Danhakl, Ernest E. East, John E.
Humphreville, Robert L. Johander, J. Kenneth Looloian, Rocco J. Marano,
James F. McAnally, Morris Pashman, Alan C. Snyder, Caroline L. Williams and
Robert H. Wolf. The first eleven of such individuals will be nominated to
be elected to succeed the current eleven Directors (or any Director named
to fill any vacancy created by the death, retirement, resignation or
removal of any of such eleven Directors) of the Company. One or more of
such other
S-2
<PAGE>
individuals will be nominated to be elected (a) in the event that the
Company purports to increase the number of Directorships pursuant to
Section 2.2 of the Bylaws, to each additional Directorship created, and/or
(b) in the event any of the first eleven of such individuals is unable for
any reason to serve as a Director.
The Hilton Nominees are committed to giving all of the Company's
stockholders the opportunity to receive the $70 consideration for the Shares
contemplated by the Offer and the Proposed Hilton Merger, and if elected are
expected to take all necessary actions, subject to their fiduciary duties to
the Company's stockholders, to facilitate consummation of the Offer and the
Proposed Hilton Merger.
You should vote for the Hilton Nominees for the following reasons:
. IMMEDIATE 64% CASH PREMIUM FOR HALF OF THE COMPANY'S SHARES
The value of the Offer at $70 per Share is a 64% premium over the
closing market price of $42.625 on the NYSE on January 27, 1997, the last
full trading day prior to Hilton's original public announcement of the
Offer. The Hilton $70 per Share Offer is for 50.1% of the Company's
Shares in contrast to ITT's so-called "comprehensive plan" which provides
$70 cash per Share for only 25.7% of the Company's Shares. The Offer is
subject to a number of conditions and will not be consummated until those
conditions are satisfied or waived. Further information concerning the
Offer is contained in the Offer to Purchase.
. CONTINUED PARTICIPATION IN THE FUTURE GROWTH OF A HILTON/ITT COMBINATION
Upon consummation of the Proposed Hilton Merger, the Company's
stockholders will receive shares of Hilton Common Stock, allowing them to
participate in the future of the combined company. The combination of
Hilton and the Company would bring together two of the world's leading
lodging companies as well as two premier gaming businesses. Hilton and
HLT believe the combination of Hilton and the Company would be of
enormous benefit to each company and its respective stockholders,
employees and other constituencies.
. A BOARD AND MANAGEMENT COMMITTED TO STOCKHOLDER VALUE
Following consummation of the Offer and the Proposed Hilton Merger, the
combined entity would be led by Hilton's board and management team -- a
board and management team that emphasizes the creation of greater
stockholder value. Hilton and HLT believe that the Hilton management
team's strategic experience and strong operating record in hotels and
gaming will bring tremendous value to the combined stockholder base and
will help to generate superior returns relative to those realized
historically by ITT's stockholders.
The following table amends the biographical information of the Hilton
Nominees as set forth in the Proxy Statement. Unless noted below the
information contained in the Proxy Statement remains unchanged. This
information has been furnished to Hilton by the respective Hilton Nominees.
S-3
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
EMPLOYMENT
DURING THE LAST FIVE YEARS;
NAME, AGE AND BUSINESS (OR RESIDENCE) ADDRESS CURRENT DIRECTORSHIPS
--------------------------------------------- --------------------------------
<C> <S>
Daniel J. Altobello (56)........ (See attached proxy statement.)
George N. Aronoff (64).......... (See attached proxy statement.)
Scott H. Bice (54).............. (See attached proxy statement.)
Fred D. Gibson, Jr. (70)........ Chairman of American Pacific
Corporation (specialty chemicals
production), since before 1992.
President and Chief Executive
Officer of American Pacific
Corporation from before 1992
until July 1997. Mr. Gibson is
also a director of American
Pacific Corporation and Nevada
Power Company.
Robert S. Kingsley (51)......... (See attached proxy statement.)
Gilbert L. Shelton (61)......... (See attached proxy statement.)
Barrie K. Brunet (72)........... (See attached proxy statement.)
John Danhakl (41)............... (See attached proxy statement.)
Leonard Green & Partners
11111 Santa Monica Blvd., #2000
Los Angeles, CA 90025
John E. Humphreville (50)....... (See attached proxy statement.)
Robert L. Johander (51)......... (See attached proxy statement.)
J. Kenneth Looloian (75)........ (See attached proxy statement.)
James F. McAnally, M.D. (48).... (See attached proxy statement.)
Morris Pashman (85)............. (See attached proxy statement.)
Alan C. Snyder (50)............. Chairman, President and Chief
Executive Officer, Answer
Financial Inc. since June 1997.
Manager, Shinnecock Group, LLC
(investment acquisitions), since
September 1994 and Managing
Partner, Shinnecock Partners
(investment management), since
before 1992. Also, Chief
Executive Officer, Aurora
National Life Assurance Company
(insurance), from September 1993
until September 1994; and
President, Chief Operating
Officer, Executive Life
Insurance Company (insurance),
from April 1991 until September
1993.
Caroline Williams (51).......... Private investor, since January
417 Park Avenue 1992. Acting Chair and Lecturer,
New York, New York 10022 The New School for Social
Research-Milano School of
Management and Urban Policy
(non-profit school), from
September 1996 to June 1997.
Prior thereto, Vice President-
Finance, Techno Serve, Inc.
(non-profit economic development
agency), from July 1992 until
September 1993; and Managing
Director, Donaldson, Lufkin &
Jenrette Securities Corporation
(investment banking), from
before 1992 until January 1992.
Ms. Williams is also a director
of Hearst-Argyle Television,
Inc., Swing-N-Slide Corporation
and DEVCAP Shared Return Trust.
</TABLE>
YOU ARE URGED TO VOTE FOR THE ELECTION OF THE HILTON NOMINEES ON THE
ENCLOSED WHITE PROXY CARD.
S-4
<PAGE>
3. REGULATORY AND LITIGATION DEVELOPMENTS
Mississippi Gaming Regulation. On April 17, 1997, HLT 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 Hilton for the proposed acquisition of
control of the Company through HLT. The approvals granted did not include the
Proposed Hilton Merger, which will require additional approval by the
Mississippi Gaming Commission.
Hilton's nominees for the Board may take office, if elected, without first
having been found suitable by the Mississippi Gaming Commission. In accordance
with Miss. Code Ann (S)75-76-237, each newly elected member of the Board must
file an application to be found suitable by the Mississippi Gaming Commission
within thirty (30) days of taking office.
Nevada Gaming Regulation. On February 12, 1997, Hilton filed a written
request for a ruling from the Chairman of the Nevada Gaming Control Board (the
"Nevada Board") that the proxy solicitation and the election of the Hilton
Nominees would not result in Hilton or the Hilton Nominees acquiring control
of ITT so as to require the prior approval of the Nevada Gaming Commission
(the "Nevada Commission"). On May 12, 1997, the Nevada Board Chairman
responded in writing to Hilton's ruling request by stating that both the
Nevada Board's Corporate Securities Division and the Nevada Attorney General's
Office had reviewed the facts as outlined in Hilton's ruling request and had
concluded that the election of the Hilton Nominees will not constitute an
acquisition of control requiring prior Nevada Commission approval. Attached to
the response of the Chairman of the Nevada Board was a legal memorandum from
the Nevada Attorney General's Office confirming that Hilton's proxy
solicitation may be accomplished without the prior approval of either the
Nevada Board or the Nevada Commission.
On September 25, 1997, Hilton received the approval of the Nevada
Commission, upon the recommendation of the Nevada Board, to make public
offerings for a period of two years, subject to certain conditions (the "Shelf
Approval"). The issuance of Hilton Common Stock in the Proposed Hilton Merger
will be made pursuant to the Shelf Approval. The Shelf Approval also applies
to any affiliated company wholly owned by Hilton (an "Affiliate") which is a
publicly traded corporation or would thereby become a publicly traded
corporation pursuant to a public offering. The Shelf Approval includes
approval for Hilton's subsidiaries that are registered or licensed by the
Nevada Commission to guarantee any security issued by, or to hypothecate their
assets to secure the payment or performance of any obligations issued by,
Hilton or an Affiliate in a public offering made under the Shelf Approval. The
Shelf Approval also includes approval for the placement of restrictions upon
the transfer of, and agreements not to encumber, such subsidiaries' stock in
conjunction with a public offering made under the Shelf Approval. The Shelf
Approval may be rescinded for good cause without prior notice upon the
issuance of an interlocutory stop order by the Chairman of the Nevada Board.
The Shelf Approval does not constitute a finding, recommendation or approval
by the Nevada Commission or the Nevada Board as to the accuracy or adequacy of
the prospectus or the investment merits of the securities. Any representation
to the contrary is unlawful.
New Jersey Gaming Regulation. On February 14, 1997, Hilton filed a petition
with the New Jersey Casino Control Commission (the "CCC") for an order
qualifying HLT as a holding company of a New Jersey casino licensee for the
purpose of pursuing and consummating the Offer (the "Hilton Proceeding"). On
February 27, 1997, the Company filed a petition with the CCC to intervene in
the Hilton Proceeding. On March 5, 1997, the Hilton 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.
The petitions were held in abeyance by the CCC pending the scheduling of the
Company's Annual Meeting. It is anticipated that the Hilton Nominees' petition
will be heard and determined by the CCC before the Annual Meeting and that the
Hilton Nominees will be temporarily qualified to serve as directors of the
Company upon their election to the Board.
S-5
<PAGE>
Litigation. On February 26, 1997, Hilton and HLT filed a motion in the U.S.
District Court for the District of Nevada (the "Nevada Court") for a
preliminary injunction requiring the Company to conduct the Annual Meeting in
May 1997. On April 21, 1997, the Nevada Court issued an order denying such
motion. On an appeal by Hilton and HLT of the order, the order was affirmed.
On June 12, 1997, Hilton filed a first amended and supplemental complaint
(the "First Amended and Supplemental Complaint") in the Nevada Court. In
addition to the relief sought in the original 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 Suite Hotels, Inc. ("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) prohibit the Board
from taking actions aimed at entrenching themselves in office.
On July 2, 1997, 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 (the "ITT Motion to Dismiss the
Amended Hilton Complaint") in the Nevada Court. On September 10, 1997, the
Nevada Court entered an order denying the Company's Motion to Dismiss those
counts, except that Hilton's claim for relief seeking rescission of the FelCor
transaction and invalidation of the change of control penalty provisions in
the Company's management agreement with FelCor were dismissed without
prejudice (for Hilton's failure to join FelCor as a necessary defendant).
On July 16, 1997, the Company filed a complaint in the Nevada Court (the
"Company Complaint") seeking, among other relief, a declaratory judgment that
the 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 a
proposed plan to break the Company up by spinning off the Company's hotel and
gaming businesses and the Company's educational services business (the
"Comprehensive Plan"). The Company also filed a motion with the Nevada Court
seeking a speedy hearing on the claims.
On August 5, 1997, Hilton 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 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.
On September 29, 1997, the Nevada Court found that "the primary purpose of
ITT's Comprehensive Plan was to disenfranchise its shareholders." The Nevada
Court enjoined the Company from implementing the Comprehensive Plan, and
further ordered the Company to hold its Annual Meeting on or before November
14, 1997.
4. DIRECTORS AND EXECUTIVE OFFICERS OF HILTON AND CERTAIN EMPLOYEES OF HILTON
The information set forth in Schedule I to the Proxy Statement is amended as
follows (unless noted below, the information contained in the Proxy Statement
remains unchanged). Directors of Hilton are identified by an asterisk.
S-6
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
MATERIAL POSITIONS HELD DURING THE PAST
NAME AND CURRENT BUSINESS ADDRESS FIVE YEARS
--------------------------------- -------------------------------------------
<C> <S>
*Stephen F. Bollenbach........... Mr. Bollenbach is also a director of
America West Airlines, Inc., Kmart
Corporation, Ladbroke Group PLC and Time
Warner Inc.
Thomas E. Gallagher............. Executive Vice President and General
Counsel of Hilton Hotels Corporation since
July 1997. Prior thereto, President and
Chief Executive Officer of The Griffin
Group, Inc., 1992 until June 1997;
President and Chief Executive Officer of
Griffin Gaming and Entertainment, Inc.
(formerly Resorts International, Inc.),
1995 until 1996; Director and Chairman of
the Executive Committee of Griffin Gaming
and Entertainment, Inc., 1993 until 1996;
Director, Players International, Inc., 1992
until October 1997; Partner, Gibson Dunn &
Crutcher, 1977 until 1992.
*Arthur M. Goldberg
3930 Howard Hughes Parkway
Las Vegas, Nevada 89109
Marc A. Grossman................ Senior Vice President--Corporate Affairs
since 1994. Prior thereto, Vice President--
Corporate Communications, 1993 until 1994;
Vice President--Communications for the
Gaming Division, April 1992 until July
1993; Senior Vice President, Burson-
Marsteller, a public relations firm, from
1989 until 1992.
*Eric M. Hilton.................. Vice Chairman Emeritus of the Board,
Hilton, since April 1997. Prior thereto,
Vice Chairman of the Board, Hilton, May
1993 until March 1997; Executive Vice
President-International Operations, Hilton,
May 1992 until April 1993.
*Robert L. Johnson............... Chairman and Chief Executive Officer of
BET Holdings, Inc. Black Entertainment Television, a cable
One BET Plaza programming service, and Chairman and Chief
1900 "W" Place, N.E. Executive Officer of BET Holdings, Inc., a
Washington, D.C. 20018 diversified media holding company, since
August 1991, and Chairman and Chief
Executive Officer of District Cablevision,
cable operator in the District of Columbia.
*Donald R. Knab
Residence:
164 Plantation Circle South
Ponte Vedra Beach, Florida 32082
Robert M. La Forgia............. Senior Vice President and Controller of
Hilton Hotels Corporation since June 1996.
Prior thereto, Vice President and Corporate
Controller, November 1994 until June 1996;
Assistant Corporate Controller, September
1987 until November 1994.
Scott A. LaPorta................ Senior Vice President and Treasurer of
Hilton Hotels Corporation since May 1996.
Prior thereto, Senior Vice President and
Treasurer of Host Marriott, October 1995
until May 1996; Vice President--Corporate
Finance of Host Marriott, October 1993
until October 1995; Director--Corporate
Finance of Marriott Corporation, January
1992 until October 1993.
</TABLE>
S-7
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
MATERIAL POSITIONS HELD DURING THE PAST
NAME AND CURRENT BUSINESS ADDRESS FIVE YEARS
--------------------------------- -------------------------------------------
<C> <S>
*Donna F. Tuttle................ Owner and Officer, Elmore/Tuttle Sports
Korn Tuttle Capital Group Group, owns four minor league teams, since
1800 Century Park East, #210 1993. Chair, Centennial Management Company,
Los Angeles, California 90067 manages and operates arenas, convention
centers and stadiums, since January 1997.
President, Korn Tuttle Capital Group, a Los
Angeles financial consulting and
investments firm, and a director of Phoenix
Duff & Phelps, Inc., a financial services
firm, since 1992.
</TABLE>
HILTON HOTELS CORPORATION
HLT CORPORATION
October 6, 1997
S-8
<PAGE>
IMPORTANT
Tell your Board what you think! Your vote is important. No matter
how many Shares you own, please give Hilton your proxy FOR the
election of the Hilton Nominees and FOR approving the Proposals by
taking four steps:
1. SIGNING the enclosed WHITE proxy card,
2. DATING the enclosed WHITE proxy card, and
3. MAILING the enclosed WHITE proxy card TODAY in the envelope
provided (no postage is required if mailed in the United
States) or FAXING BOTH SIDES of the enclosed WHITE proxy
card TODAY to MacKenzie Partners, Inc. at the number
provided below.
4. AFTER signing the enclosed WHITE proxy card, do not sign any
other cards. Do not even vote "against" on the ITT blue
proxy card; rather, discard any blue proxy cards sent to you
by ITT.
If any of your Shares are held in the name of a brokerage firm,
bank, bank nominee or other institution, only it can vote such
Shares and only upon receipt of your specific instructions.
Accordingly, please contact the person responsible for your account
and instruct that person to execute the WHITE proxy card
representing your Shares.
If you have any questions about voting your shares or require
assistance, please call:
LOGO
MACKENZIE PARTNERS, INC.
156 Fifth Avenue New York, New York 10010 (212) 929-5500 (Call Collect) or
CALL TOLL-FREE (800) 322-2885
FAX: (212) 929-0308
<PAGE>
ITT CORPORATION
1997 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF HILTON HOTELS CORPORATION AND HLT
CORPORATION
The undersigned appoints Stephen F. Bollenbach, Matthew J. Hart, Scott A.
LaPorta and Thomas E. Gallagher, and each of them, attorneys and agents with
full power of substitution to vote all shares of common stock of ITT
Corporation ("ITT") which the undersigned would be entitled to vote if
personally present at the 1997 Annual Meeting of Stockholders of ITT, and
including at any adjournments or postponements thereof and at any special
meeting called in lieu thereof, as follows:
HILTON HOTELS CORPORATION RECOMMENDS A VOTE FOR THE ELECTION OF ALL HILTON
NOMINEES NAMED BELOW AND FOR THE RESOLUTIONS UNDER ITEMS 2 AND 3.
1. ELECTION OF DIRECTORS: To elect to the Board of Directors of ITT (the
"Board") such number of the following Hilton Nominees as equals the size of
the Board: Daniel J. Altobello, George N. Aronoff, Scott H. Bice, Barrie K.
Brunet, James J. Florio, Fred D. Gibson, Jr., Dianne Jett, Robert S.
Kingsley, Aubrey C. Lewis, Celeste Pinto McLain, Gilbert L. Shelton, Henry
A. Collins, John Danhakl, Ernest E. East, John E. Humphreville, Robert L.
Johander, J. Kenneth Looloian, Rocco J. Marano, James F. McAnally, Morris
Pashman, Alan C. Snyder, Caroline L. Williams and Robert H. Wolf. The first
eleven of such individuals will be voted for to be elected to succeed the
current eleven Directors (or any Director named to fill any vacancy created
by the death, retirement, resignation or removal of any of such eleven
Directors) of ITT. One or more of such other individuals will be voted for
to be elected (a) in the event that ITT purports to increase the number of
Directorships pursuant to Section 2.2 of ITT's Amended and Restated Bylaws,
to each additional Directorship created, and/or (b) in the event any of the
first eleven of such individuals is unable for any reason to serve as a
Director.
FOR ALL HILTON NOMINEES [_] WITHHOLD AUTHORITY FOR ALL HILTON
NOMINEES [_]
INSTRUCTION: To withhold authority to vote for one or more individual Hilton
Nominees, mark FOR all Hilton Nominees above and write the name(s) of the
Hilton Nominee with respect to which you wish to withhold authority
here: .
2. RESOLUTION PROPOSED BY HILTON AND HLT. To adopt the following
resolution:
RESOLVED, that the stockholders of ITT Corporation ("ITT") urge the ITT
Board of Directors to arrange for the sale of ITT to Hilton Hotels
Corporation ("Hilton") or to any bidder offering a higher price, and if
there be no higher bidder, to take all necessary action to permit the tender
offer of Hilton and HLT Corporation ("HLT") and the proposed merger of ITT
with Hilton, HLT or a subsidiary of Hilton to proceed, including, without
limitation, action to satisfy the Rights Condition, the Control Share
Condition and the Business Combination Condition set forth in HLT's Offer to
Purchase dated January 31, 1997 (as such offer may be amended).
FOR [_] AGAINST [_] ABSTAIN [_]
(continued on reverse side)
<PAGE>
2
(continued from other side)
3. RESOLUTION PROPOSED BY HILTON AND HLT. To adopt the following
resolution:
RESOLVED, that each and every provision of the Amended and Restated Bylaws
of ITT Corporation adopted on or after July 23, 1996 and prior to the
adoption of this resolution is hereby repealed.
FOR [_] AGAINST [_] ABSTAIN [_]
4. IN THEIR DISCRETION WITH RESPECT TO ANY OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE ANNUAL MEETING.
The undersigned hereby revokes any other proxy or proxies heretofore given to
vote or act with respect to the shares of common stock of ITT held by the
undersigned, and hereby ratifies and confirms all action the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. IF PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DIRECTED
ABOVE. IF NO DIRECTION IS INDICATED WITH RESPECT TO THE ABOVE PROPOSALS, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF ALL HILTON NOMINEES AND FOR THE
PROPOSALS SET FORTH IN ITEMS 2 AND 3 ABOVE AND IN THE MANNER SET FORTH IN ITEM
4 ABOVE.
This proxy will be valid until the sooner of one year from the date indicated
below and the completion of the Annual Meeting.
DATED: ________________________ , 1997.
PLEASE SIGN EXACTLY AS NAME APPEARS ON
THIS PROXY.
---------------------------------------
(Signature)
---------------------------------------
(Signature, if held jointly)
---------------------------------------
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT
OWNERS SHOULD EACH SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC., SHOULD
INDICATE THE CAPACITY IN WHICH
SIGNING.
IMPORTANT: PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE!
IF YOU NEED ASSISTANCE WITH THIS PROXY CARD, PLEASE CALL MACKENZIE PARTNERS,
INC. TOLL-FREE (800) 322-2885 . (212) 929-5500 (CALL COLLECT)
