SOSNOFF STARTS BID FOR CAESARS WORLD <CAW> <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 <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 <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 <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 <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.