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ITT EXPECTED TO TELL HILTON: DO NOT DISTURB.


Byline: Kenneth N. Gilpin The New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 Times

ITT ITT Initial Teacher Training (UK)
ITT I Think That
ITT Invitation To Tender
ITT Individual Time Trial (professional cycling)
ITT Intention-To-Treat
ITT In This Thread (forums) 
, the recipient of an unsolicited $6.5 billion takeover offer from Hilton Hotels
For the company involved in the buy out please see Hilton Hotels Corporation. This hotel chain is not the company being acquired.
The Hilton brand was re-united internationally after more than 40 years in February 2006, when United States-based Hilton
 Corp. on Monday, is expected to fight the overture, analysts said Tuesday.

Moreover, ITT Corp., which in its current form has been in operation for slightly more than a year, has at its disposal a range of options that could allow it to remain independent.

The biggest obstacle in Hilton's way is a so-called poison pill A defensive strategy based on issuing special stock that is used to deter aggressors in corporate takeover attempts.

The poison pill is a defensive strategy used against corporate takeovers.
 provision, in place since November 1995, that would be set off should a potential acquirer buy or announce an intention to buy more than 15 percent of ITT's outstanding shares.

In addition, ITT may consider the purchase of another hotel or gaming company, and conceivably could even make an offer for Hilton, analysts said.

``I don't think they want to sell,'' said Joseph Coccimiglio, an analyst with Prudential Securities. ``They want to remain independent and have a plan to grow the company for shareholders.''

ITT would be expected to oppose a takeover offer, analysts said, if for no reason other than that Rand V. Araskog, ITT chairman and chief executive, and his management team have spent so much time and effort remaking ITT from a disjointed conglomerate into the gaming and lodging company it is today.

Still, ITT has not decided to reject the offer. A spokesman for the company said again Tuesday that ITT's board would take as long as 10 business days to consider an offer once it is formally made.

``Management and the board have a fiduciary responsibility to carefully and deliberately examine the Hilton offer at the appropriate time,'' said James Gallagher Several notable people have been named James Gallagher:
  • James Gallagher (US House Chaplain), a Presbyterian Chaplain of the United States House of Representatives in 1852.
  • James Gallagher (American politician), a New Jersey Freeholder since 1997
  • James A.
, the spokesman for ITT. ``But we are trying to figure out where the tender offer is. We have seen nothing on paper.''

In a conference call with analysts Tuesday, Stephen Bollenbach Stephen F. Bollenbach has been the Co-Chairman and Chief Executive Officer of Hilton Hotels Corporation since February 1996. Bollenbach graduated from the University of California, Los Angeles. External link
  • Stephen F. Bollenbach Biography, Time Warner
, Hilton president and chief executive, said his company was asking ITT to deactivate de·ac·ti·vate  
tr.v. de·ac·ti·vat·ed, de·ac·ti·vat·ing, de·ac·ti·vates
1. To render inactive or ineffective.

2. To inhibit, block, or disrupt the action of (an enzyme or other biological agent).

3.
 the poison-pill provision. Hilton sued ITT on Tuesday in a Nevada court, seeking to dismantle the provision.

The poison pill may just be one weapon available to ITT. A counteroffer In contract law, a proposal made in response to an original offer modifying its terms, but which has the legal effect of rejecting it.

A counteroffer normally terminates the original offer, but the original offer remains open for acceptance if the counteroffer expressly
 by ITT for Hilton is a real possibility, analysts said.

``In terms of cash flow, ITT and Hilton are fairly close to the same size,'' said Coccimiglio, the Prudential analyst. ``But if ITT wants to maintain its investment-grade debt rating, their offer could not include much debt.''

ITT is carrying about $4.2 billion in debt. Hilton, which has offered $55 a share in cash and debt for the company, also would assume ITT's debt.

CAPTION(S):

Photo

Photo: (Color) ITT, Sheraton Hotels owner, may not be open to a Hilton takeover, analysts say.

Associated Press
COPYRIGHT 1997 Daily News
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1997, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Article Details
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Title Annotation:BUSINESS
Publication:Daily News (Los Angeles, CA)
Geographic Code:1USA
Date:Jan 29, 1997
Words:444
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