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Transworld To Sell Hilton International For $975 Million

December 17, 1986

NEW YORK (AP) _ Transworld Corp. said Wednesday it has agreed to sell its Hilton International hotel unit for $975 million to a prospective buyer it identified only as a major European company.

Transworld said the cash sale was subject to approval by the European company’s board, and Transworld spokesman Philip Reilly said Transworld agreed not to disclose the company’s identity until the board approves the purchase.

The proposed sale is part of Transworld’s plan to liquidate, and the sale also is subject to the liquidation plan being approved by Transworld’s stockholders, who are to vote Friday.

Hilton International operates about 90 hotels in 44 countries. Hilton Hotels Corp., which is unrelated to Transworld, operates most domestic Hilton hotels.

Transworld, which also has interests in restaurants and other food service, proposed the liquidation plan Nov. 14 in response to a takeover threat from Ronald O. Perelman, chairman of Revlon Group Inc. A group led by Perelman owns 6.7 million, or 14.8 percent, of Transworld’s 46.6 million common shares outstanding.

But when Transworld announced its restructuring plan it also reached an agreement under which the Perelman group agreed not boost its stake to more than 19.9 percent before March 15.

Transworld also had given the Perelman group an option to buy Hilton International for $1 billion between next April 15 and June 30. But Transworld said Wednesday that Perelman agreed to terminate the option ″in order to facilitate this transaction for the benefit of all shareholders.″

Under the liquidation plan, Transworld would place the stock of Hilton International in a liquidating trust, and distribute trust certificates to Transworld stockholders of record Dec. 30. Proceeds from the sale of Hilton International would be distributed to the trust certificate holders.

Transworld plans to merge its remaining businesses into a new company, whose stock also would be distributed to Transworld’s stockholders of record Dec. 30.

Transworld’s other units include Spartan Food Systems Inc., which operates more than 300 Hardee’s restaurants and more than 200 Quincy’s Family Steak Houses, and Canteen Corp., which provides food service and vending for business, schools and health-care facilities.

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