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REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ITT DESTINATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA
(STATE OF INCORPORATION)
88-0340591
(I.R.S. EMPLOYER IDENTIFICATION NO.)
1330 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-5490
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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1995 ITT DESTINATIONS, INC.
INCENTIVE STOCK PLAN
SUBSTITUTE STOCK OPTIONS
(FULL TITLE OF THE PLAN)
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RICHARD S. WARD, ESQ.,
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND CORPORATE SECRETARY
ITT DESTINATIONS, INC.
1330 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-5490
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (212) 258-1000
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE* OFFERING PRICE* FEE
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Common Stock (no par value per 14,000,000
share)......................... shares $25.24 $353,360,00 $121,848
Series A Participating Cumulative
Preferred Stock Purchase 14,000,000
Rights......................... rights**
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* Estimated solely for the purpose of determining the registration fee and,
in accordance with Rule 457(h), based upon the book value of the Common Stock as
of September 30, 1995.
** The Series A Participating Cumulative Preferred Stock Purchase Rights (the
"Rights") are appurtenant to and trade with the Common Stock. The value
attributable to the Rights, if any, is reflected in the book value of the Common
Stock and the registration fee for the Rights is included in the fee for the
Common Stock.
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EXPLANATORY NOTE
The Registrant described herein is a wholly owned subsidiary of ITT
Corporation ("ITT"). At a special meeting of shareholders of ITT held on
September 21, 1995, in New York, New York, the shareholders approved a group of
separate but related proposals to divide ITT into three separate areas: (i)
Insurance, (ii) Industries and (iii) Hospitality, Entertainment and Information
Services. These proposals provide for the proposed distribution (the
"Distribution") to ITT's shareholders of all the shares of common stock of ITT
Destinations, Inc., the registrant, and ITT Hartford Group, Inc., which is also
a wholly owned subsidiary of ITT.
As part of the Distribution, ITT will change its name to ITT Industries,
Inc. and ITT Destinations, Inc. will change its name to ITT Corporation.
Following the Distribution, participants in the 1995 ITT Destinations, Inc.
Incentive Stock Plan will receive information with respect to such plan under
the name "1995 ITT Corporation Incentive Stock Plan".
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by ITT Destinations, Inc. ("ITT
Destinations") with the Securities and Exchange Commission (the "Commission")
(File No. 1-13960) are hereby incorporated by reference in this registration
statement: (a) Form 10 dated September 18, 1995, as amended by Amendment No. 1
to Form 10/A dated November 13, 1995, both with respect to the shares of ITT
Destinations' common stock (and related ITT Destinations Rights (as defined
therein)); and (b) a Current Report on Form 8-K dated November 27, 1995.
All documents subsequently filed by ITT Destinations with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing with the
Commission of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded to the extent that
a statement contained in this registration statement or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITT Destinations hereby undertakes to provide without charge to each
participant in the 1995 ITT Destinations, Inc. Incentive Stock Plan (the
"Plan"), on the written or oral request of any such person, a copy of any or all
of the documents referred to above which have been or may be incorporated in
this registration statement by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference in such
documents). Requests for such copies should be directed to the Manager of Stock
Option Plan Administration, ITT Corporation, 1330 Avenue of the Americas, New
York, New York 10019-5490, telephone number: (212) 258-1000.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The audited financial statements incorporated by reference in the
prospectus and elsewhere in this registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated by reference in reliance upon
the authority of said firm as experts in accounting and auditing in giving said
report.
Patrick L. Donnelly, Esq., whose legal opinion with respect to the
securities registered hereunder is filed as Exhibit 5 hereto, is an employee of
ITT and may participate in certain of ITT Destinations' stock benefit plans.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection 1 of Section 78.751 of Chapter 78 of the Nevada Revised Statutes
(the "Nevada General Corporation Law") empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against
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expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Subsection 2 of Section 78.751 of the Nevada General Corporation Law
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he acted in any of the capacities set forth above,
against expenses, including amounts paid in settlement and attorneys' fees,
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in accordance with the standard
set forth above, except that no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged by a
court of competent jurisdiction to be liable to the corporation unless and only
to the extent that the court in which such action or suit was brought or other
court of competent jurisdiction determines that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
Section 78.751 of the Nevada General Corporation Law further provides that,
to the extent a director, officer, employee or agent of a corporation has been
successful in the defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in the defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 78.751 of the Nevada General Corporation Law shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the scope of indemnification shall continue as to directors,
officers, employees or agents who have ceased to hold such positions, and to
their heirs, executors and administrators. Finally, Section 78.752 of the Nevada
General Corporation Law empowers the corporation to purchase and maintain
insurance on behalf of a director, officer, employee or agent of the corporation
against any liability asserted against him or incurred by him in any such
capacity or arising out of his status as such whether or not the corporation
would have the power to indemnify him against such liabilities under Section
78.751.
Article Seven of the Restated Articles of Incorporation of ITT Destinations
and Article 4 of the By-laws of ITT Destinations provide for the indemnification
of its directors and officers, substantially identical in scope to that
permitted under Section 78.751 of the Nevada General Corporation Law. The
By-laws provide, pursuant to Subsection 5 of Section 78.751 of the Nevada
General Corporation Law, that the expenses of officers and directors incurred in
defending any action, suit or proceeding, whether civil, criminal,
administrative or investigative, must be paid by ITT Destinations as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay all amounts so advanced if it is ultimately determined by a
court of competent jurisdiction that the officer or director is not entitled to
be indemnified by ITT Destinations.
ITT Destinations will enter into indemnification agreements with certain of
its directors and officers that require ITT Destinations to indemnify such
directors and officers to the fullest extent permitted by applicable provisions
of Nevada law, provided that any settlement of a third party action against a
director or officer is approved by ITT Destinations, and subject to limitations
for actions initiated by the director or officer, penalties paid by insurance,
and violations of Section 16(b) of the Exchange Act and similar laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index elsewhere herein.
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by a registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer of controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city and state of New York on this 7th day of December,
1995.
ITT DESTINATIONS, INC.
By: /s/ ROBERT A. BOWMAN
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Robert A. Bowman
President and
Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints RICHARD S. WARD and PATRICK L. DONNELLY and each
of them, his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
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/s/ ROBERT A. BOWMAN President, Treasurer December 7, 1995
- ------------------------------------------ and Director
Robert A. Bowman
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
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LIST OF EXHIBITS
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EXHIBIT
NO. TITLE LOCATION
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4. Instruments defining the rights of security
holders, including indentures:
(a) Restated Certificate of Incorporation.......... Incorporated by reference to
Exhibit 3.1 to ITT Destinations,
Inc.'s Registration Statement on
Form 10 dated September 18, 1995,
File No. 1-13960.
(b) By-laws........................................ Incorporated by reference to
Exhibit 3.2 to ITT Destinations,
Inc.'s Registration Statement on
Form 10 dated September 18, 1995,
File No. 1-13960.
(c) Form of Rights Plan between ITT Destinations, Incorporated by reference to
Inc. and The Bank of New York, as Rights Exhibit 4.4 to ITT Destinations,
Agent.......................................... Inc.'s Amendment No. 1 to Form
10/A dated November 13, 1995,
File No. 1-13960.
5. Opinion re legality............................ Filed herewith.
15. Letter re unaudited interim financial
information.................................... Not applicable.
23. Consents of experts and counsel................ The consent of independent public
accountants is filed herewith. The
consent of counsel is
incorporated by reference to
Exhibit 5 filed herewith.
24. Power of attorney.............................. See page II-4 of this Registration
Statement.
27. Financial Data Schedule........................ Not required with this filing.
28. Information reports furnished to state
insurance and regulatory agencies.............. Not applicable.
99. Additional exhibits............................ None.
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EXHIBIT 5
ITT DESTINATIONS, INC.
1330 Avenue of the Americas
New York, NY 10019-5490
December 7, 1995
ITT Destinations, Inc.
1330 Avenue of the Americas
New York, NY 10019-5490
Dear Sirs:
I am familiar with the 1995 ITT Destinations, Inc. Incentive Stock Plan
(the "1995 Plan") of ITT Destinations, Inc., a Nevada corporation ("ITT
Destinations"), under which 14,000,000 shares of ITT Destinations common stock,
no par value per share, have been authorized initially for issuance (the
"Shares"). I have acted as counsel to ITT Destinations in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-8 (the "Registration Statement") with respect to the registration under
the Act of the Shares and 14,000,000 Series A Participating Cumulative Preferred
Stock Purchase Rights (the "Rights"), which are appurtenant to, and trade with,
the Shares. In this connection, I have examined such records, documents and
proceedings as I have deemed relevant and necessary as a basis for the opinion
expressed herein.
Based upon the foregoing, I am of the opinion that Shares have been duly
authorized for issuance under the 1995 Plan by all proper corporate action and,
when such Shares have been issued pursuant to the provisions of the 1995 Plan as
set forth in the Registration Statement and ITT Destinations' policies relating
thereto, and any conditions or restrictions relating thereto shall have been
satisfied, such Shares will be legally issued, fully paid and non-assessable.
When the Rights are issued in accordance with the terms of the Investment and
Savings Plan and the Rights Plan between ITT Destinations and The Bank of New
York, as Rights Agent, the Rights will be duly and validly issued.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ PATRICK L. DONNELLY
Patrick L. Donnelly
Assistant General Counsel and
Assistant Secretary
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To ITT Destinations, Inc.:
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our report dated June
13, 1995 on the combined financial statements
of ITT Destinations, Inc. included in ITT Corporation's Proxy Statement for the
Special Meeting of Stockholders on September 21, 1995 and to all references to
our firm included in or made a part of this registration statement.
/s/ARTHUR ANDERSEN LLP
Arthur Andersen LLP
New York, N.Y.
December 7, 1995
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