SOSNOFF STARTS BID FOR CAESARS WORLD &lt;CAW>

  &lt;MTS Acquisition Corp>, a company
  formed by Martin T. Sosnoff, said it has started a tender offer
  for all shares of Caesars World Inc at 28 dlrs each.
      In a newspaper advertisement, MTS said the offer and
  withdrawal rights expire April Three unless extended.
      Sosnoff, a New York investor, already owns about four mln
  of Caesars' 30.3 mln shares outstanding, or about 13.3 pct, and
  is Caesars' largest shareholder.  Caesars owns casino hotels in
  Nevada and honeymoon resorts in Pennsylvania's Pocono
  Mountains.  It also controls Caesars New Jersey Inc &lt;CJN>,
  which owns an Atlantic City, N.J., casino hotel.
      For the second quarter ended January 31, Caesars World
  earned 12.6 mln dlrs on revenues of 190.4 mln dlrs, up from
  earnings of 7,500,000 dlrs and revenues of 163.8 mln dlrs a
  year before.  For all of fiscal 1986, the company earned 41.0
  mln dlrs on revenues of 694.4 mln dlrs.
      MTS said the offer is conditioned on receipt of at least
  enough shares to give Sosnoff a majority interest on a fully
  diluted basis, the arrangement of sufficient financing to buy
  all Caesars shares not already owned and pay related costs and
  approval by the New Jersey Casino control Commission and the
  NEvada Gaming Commission and State Gaming Control Board.
      MTS said Marine Midland Banks Inc &lt;MM> has committed to
  lend it 100 mln dlrs for the acquisition and use its best
  efforts to syndicate another 400 mln dlrs in senior financing
  for the transaction.
      It said its financial adviser, PaineWebber Group Inc &lt;PWJ>,
  has stated in writing that subject to market conditions, it is
  highly confident that it can arrange commitments for up to 475
  mln dlrs in "mezzanine" financing.
      MTS said it does not expect problems in obtaining New
  Jersey and Nevada regulatory approval for the acquisition,
  since ownership in a Caesars stake has already been cleared.
      In June 1986, Sosnoff requested a seat on the Caesars World
  board, a request that has not yet been granted.  In September
  1986, Sosnoff, who is chairman of &lt;Atalanta/Sosnoff Capital
  Corp>, filed for clearance under U.S. antitrust laws to raise
  his interest in Caesars World to 25 pct.
      Sosnoff said, in a letter to Caesars World chairman and
  chief executive officer Henry Gluck, that "The decision to go
  directly to the shareholders was made at the urging of may
  financial and legal advisors, who repeatedly stressed to me the
  lack of responsiveness of the management in the past."
      Sosnoff, who said he has made numerous efforts to express
  his views to management on ways of maximizing shareholder
  values, said Caesars twicce refused his request for a board
  seat.  "My advisers felt that, had I given you advance notice,
  you would have used the time to throw up obstacles to my offer
  rather than giving it serious consideration," he said.
      Sosnoff said he hopes that Caesars World management will be
  willing to negotiate an acquisition agreement with him.
      "As I have indicated publicly in the past, I believe
  operating management of the company has performed well and that
  appropriate consideration should be given to a significant
  equity interest for them in the company following the
  acquisition," Sosnoff said in the letter to Gluck.
      MTS said Sosnoff has asked the company to fix March 27 as
  the record date for the determination of shareholders entitled
  to authorize action without a meeting -- including the election
  or removal of directors.
  

