Rand Araskog, the CEO of ITT Corp., is a West Point graduate and a combat-hardened veteran of takeover wars who knows the value of a tactical retreat. He has fought off corporate raiders who sought to break up his company, as well as investors critical of ITT's performance and his high salary. So when Hilton Hotels Corp. offered $6.5 billion to buy ITT, which owns the Sheraton hotel chain and Caesars World casinos, Araskog manned the ramparts again. To raise cash and buttress the company's stock price, he sold once prized but now indefensible properties like ITT's 50% stake in Madison Square Garden. Classic Araskog hardball.
But Hilton hasn't gone away, so Araskog has turned from defense to a scorched-earth policy that is beginning to seem aimed more at saving the CEO's crown than protecting shareholders' interests. Having sold nearly all nonessential holdings--including one of its two corporate jets--and laid off 125 people at its New York City headquarters, ITT is now stripping away promising casinos and profitable hotels, the very heart of the svelte new company that Araskog says he wants to create. Recently ITT sold five Sheraton hotels for $200 million, without competitive bidding, to FelCor Suite Hotels, the largest owner of the Embassy Suite hotels. Then it quietly put the luxe St. Regis hotel, off Manhattan's Fifth Avenue, on the block, even though New York hoteliers stand to rake in profits for years. "ITT management is willing to do anything to keep their jobs," is the blunt assessment of David Wolfe, who follows the lodging industry for the investment firm Oppenheimer & Co. "They are not as concerned about shareholder value as we thought."
Takeover wars are always messy clashes of money and egos in which each side accuses the other of trying to give shareholders the shaft. But the bitter and protracted fight for ITT (1996 sales: $6.6 billion) is a throwback to the corporate wars of the 1980s. "It is very troubling that he didn't put the hotel properties up for bidding," says Mark Sirower, a professor of corporate strategies at N.Y.U.'s Stern School of Business and author of The Synergy Trap: How Companies Lose the Acquisition Game. "He's supposed to maximize the value of these assets."
The battle could be the last hurrah for the spit-and-polish Araskog, 65, a lanky 6-ft. 2-in. Minnesotan of Swedish stock who still towers over the company he has led since 1979. During that time, he has sought to transform himself from a poster boy for overpaid executives to a self-styled champion of shareholder rights. Yet Araskog, who served the National Security Agency as an interrogator of Soviet defectors in the '50s, can't seem to help treating everyone from Hilton CEO Stephen Bollenbach to ITT shareholders as if they might really be agents of a subversive foreign power.