ITT Board to Consider Hilton Bid - ITT Corp Update - NEW YORK

NEW YORK -- ITT Corp. has scheduled a board meeting Tuesday at which it will consider a $6.5 billion unsolicited takeover bid from Hilton H...

NEW YORK -- ITT Corp. has scheduled a board meeting Tuesday at which it will consider a $6.5 billion unsolicited takeover bid from Hilton Hotels Corp.
The meeting, to be held in New York, will be the first board session since Hilton launched its offer last week. The board, which has until Feb. 14 to respond to Hilton's offer, is not expected to make a decision right away.

ITT spokesman Jim Gallagher declined to disclose the time of the meeting. A source close to the company indicated that the session is likely to last most of the day.

On Saturday, ITT Chairman Rand Araskog turned down a request from Hilton's top executive to meet. Hilton Chief Executive Officer Stephen Bollenbach had asked to meet Araskog before Tuesday's board meeting or be permitted to make a presentation to the ITT board.

Araskog rejected the offer in a faxed letter to Bollenbach, saying it would be inappropriate.

The cash and stock transaction values ITT at $55 per share.

ITT stock, which rose sharply last week on views that Hilton will be forced to raise its bid, lost 25 cents to $56.875 in Monday trading on the New York Stock Exchange.

As ITT was preparing for the meeting, Bollenbach flew to London Monday to meet with Hilton's European partner. Hilton Hotels owns the rights to the Hilton brand in the United States and Ladbroke Group Plc. holds them in the rest of the world.

Hilton officials said Bollenbach, who was named to the Ladbroke board last month as part of the expanded alliance between the two companies, would attend a Ladbroke board meeting. He was due to return to the United States by mid-week.

Shares of Ladbroke traded in London rose Monday amid speculation that ITT may bid for Ladbroke as part of its anticipated defense against a Hilton takeover. London analysts downplayed the speculation, which was fueled by a U.S. Securities and Exchange Commission filing that disclosed Ladbroke and ITT had discussed a possible joint venture or merger a year ago.

Meanwhile, Hilton said Monday that it expects soon to announce other hotel acquisitions.

"There are a lot of things on our plate. We've got things working on the hotel side," Senior Vice President of Corporate Affairs Marc Grossman told reporters at an industry conference sponsored by Montgomery Securities. He declined to discuss details.

Separately, HFS Inc. Chairman Henry Silverman said in an interview that his company had been searching for a new hotel brand when it reached its latest agreement with Hilton. The Hilton offer for ITT includes a pact in which HFS would license ITT's Sheraton trademark, franchise system and management agreements.

Silverman said the preliminary agreement was struck with Hilton several days before it announced its offer for ITT and evolved from previous discussions between the two companies.

HFS is a consumer services company with hotel franchise, automotive and real estate holdings.



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ITT Board to Consider Hilton Bid - ITT Corp Update - NEW YORK
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