<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 27, 1995
(Date of earliest event reported)
ITT DESTINATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
NEVADA 1-13960 88-0340591
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)
1330 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019-5490
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code:
(212) 258-1000
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- --------------------------------------------------------------------------------
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
The following exhibits relate to the Registrant's Registration Statement on
Form S-3 (File
No. 33-63445):
<TABLE>
<S> <C> <C>
4.1 -- Definitive Form of 6 1/4% Notes Due November 15, 2000
4.2 -- Definitive Form of 6 3/4% Notes Due November 15, 2005
4.3 -- Definitive Form of 7 3/8% Debentures Due November 15, 2015
4.4 -- Definitive Form of 7 3/4% Debentures Due November 15, 2025
5 -- Opinion of Patrick L. Donnelly, Esq., on behalf of ITT Destinations, Inc. and
ITT Corporation, in respect of the legality of the 6 1/4% Notes Due November 15,
2000, the 6 3/4% Notes Due November 15, 2005, the 7 3/8% Debentures Due November
15, 2015 and the 7 3/4% Debentures Due November 15, 2025, including the
guarantees thereof by ITT Corporation.
</TABLE>
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ITT DESTINATIONS, INC.
By: /s/ WALTER F. DIEHL, JR.
-------------------------
Walter F. Diehl, Jr.
Vice President and
Associate General Counsel
Dated: November 27, 1995
<PAGE> 4
EXHIBIT INDEX
The following exhibits relate to the Registrant's Registration Statement on
Form S-3 (File No. 33-63445):
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION LOCATION
- ----------- ----------------------------------------------------------------- ---------------
<S> <C> <C> <C>
4.1 -- Definitive Form of 6 1/4% Notes Due November 15, 2000............ Filed Herewith
4.2 -- Definitive Form of 6 3/4% Notes Due November 15, 2005............ Filed Herewith
4.3 -- Definitive Form of 7 3/8% Debentures Due November 15, 2015....... Filed Herewith
4.4 -- Definitive Form of 7 3/4% Debentures Due November 15, 2025....... Filed Herewith
5 -- Opinion of Patrick L. Donnelly, Esq., on behalf of ITT
Destinations, Inc. and ITT Corporation, in respect of the
legality of the 6 1/4% Notes Due November 15, 2000, the 6 3/4%
Notes Due November 15, 2005, the 7 3/8% Debentures Due November
15, 2015 and the 7 3/4% Debentures Due November 15, 2025,
including the guarantees thereof by ITT Corporation.............. Filed Herewith
</TABLE>
<PAGE> 1
1
EXHIBIT 4.1
[FACE OF NOTE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
Number BA-* $*
ITT DESTINATIONS, INC.
6 1/4% NOTE DUE NOVEMBER 15, 2000
CUSIP 45067NAA2
SEE REVERSE FOR
CERTAIN DEFINITIONS
ITT DESTINATIONS, INC., a Nevada corporation (herein called the
"Company"), for value received, hereby promises to pay to CEDE & CO., AS NOMINEE
OF THE DEPOSITORY TRUST COMPANY, or registered assigns the principal sum of *
DOLLARS on November 15, 2000, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest, semi-annually on May 15 and
November 15 of each year, on said principal sum, in like coin or currency, at
the rate of 6 1/4% per annum, from the May 15 or the November 15, as the case
may be, next preceding the date of this Note to which interest on the Notes has
been paid or duly provided for unless the date hereof is the date to which
interest on the Notes has been paid or duly provided for, in which case from the
date of this Note, or unless no interest has been paid or duly provided for on
the Notes since the original issue date
<PAGE> 2
2
(as defined in the Indenture referred to on the reverse hereof) of this Note in
which case from the May 15 or November 15 next preceding such original issue
date (unless such original issue date is a May 15 or November 15, in which case
from such original issue date), until payment of said principal sum has been
made or duly provided for. Notwithstanding the foregoing, if the date hereof is
after April 30 or October 31, as the case may be, and before the following May
15 or November 15, this Note shall bear interest from such May 15 or November
15; provided, however, that if the Company shall default in the payment of
interest due on such May 15 or November 15, then this Note shall bear interest
from the next preceding May 15 or November 15 to which interest on the Notes has
been paid or duly provided for, or, if no interest has been paid or duly
provided for on the Notes since the original issue date of this Note, from the
May 15 or November 15 next preceding such original date unless such original
issue date is a May 15 or November 15, in which case from such original issue
date. The interest so payable on any May 15 or November 15 will, except as
otherwise provided in the Indenture referred to on the reverse hereof be paid to
the person in whose name this Note is registered at the close of business on the
April 30 preceding such May 15 or the October 31 preceding such November 15,
whether or not such April 30 or October 31 is a Business Day.
Payments of interest, other than interest payable at Maturity
(or on the date of redemption, if a Note is redeemed by the Company prior to
Maturity) will be made by check mailed to the address of the person entitled
thereto as shown on the Securities Register. Payments of principal, premium, if
any, and interest upon Maturity or redemption will be made in immediately
available funds against presentation and surrender of the Note at the office of
the paying agent (the "Paying Agent", initially, The First National Bank of
Chicago) in New York, New York, or, at the option of the Holder, at the
principal office of the Paying Agent in Chicago, Illinois. Notwithstanding the
foregoing, payments in respect of the Notes represented by a Global Security
(including principal, premium and interest) will be made by wire transfer of
immediately available funds to the account of The Depository Trust Company as
specified by The Depository Trust Company.
The Indenture referred to on the reverse hereof contains
provisions setting forth certain conditions to the institution of proceedings by
Holders of the Notes with respect to this Note, said Indenture, the appointment
of a receiver or trustee and the enforcement of remedies under this Note or said
Indenture. However, notwithstanding any reference herein to such Indenture or
any provision of such Indenture, the right of the Holder of this Note to receive
payment of the principal of and interest on such Note, on or after the
respective dates expressed in this Note, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.
The provisions of this Note are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
<PAGE> 3
3
This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereof shall have been duly
signed by the Trustee under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, ITT Destinations, Inc. has caused this
instrument to be signed manually or by facsimile by its duly authorized officers
and a facsimile of its corporate seal to be affected hereunto or imprinted
hereon.
Dated: November 27, 1995
ITT DESTINATIONS, INC.
CERTIFICATE OF AUTHENTICATION By
--------------------------
Vice President
This is one of the Securities of the
series designated therein referred to in the
within mentioned Indenture.
THE FIRST NATIONAL BANK
OF CHICAGO, as Trustee
By
By --------------------------
--------------------------- Assistant Secretary
Authorized Officer
[SEAL]
<PAGE> 4
4
[REVERSE OF NOTE]
ITT DESTINATIONS, INC.
6 1/4% NOTE DUE NOVEMBER 15, 2000
1. Indenture.
This Note is one of a duly authorized issue of debentures,
notes or other evidence of indebtedness (hereinafter called the "Securities") of
the Company of the series hereinafter specified, which series is limited in
aggregate principal amount of $700,000,000, all such Securities issued and to be
issued under an indenture (herein, the "Indenture") dated as of November 15,
1995, between the Company, ITT Corporation (the "Guarantor") and The First
National Bank of Chicago, as Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a specification of the rights
and limitation of rights thereunder of the Holders of the Securities and of the
rights, obligations, duties and immunities of the Trustee, the Company and the
Guarantor, if any. As provided in the Indenture, the Securities may be issued in
one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, may
be subject to different sinking, purchase or analogous funds, if any, may be
subject to different covenants and Events of Default and may otherwise vary as
in the Indenture provided or permitted. This Note is one of a series of the
Securities designated pursuant thereto as 6 1/4% Notes Due November 15, 2000
(the "Notes").
2. Paying Agent and Registrar.
Initially, The First National Bank of Chicago, a national
banking association, at both its principal office in the City of Chicago,
Illinois, and its corporate trust facility in the Borough of Manhattan, The City
of New York, will act as Paying Agent and Securities Registrar. The Company may
appoint and change any Paying Agent, Securities Registrar or co-registrar
without notice. The Company may act as Paying Agent, Securities Registrar or
co-registrar.
3. Optional Redemption.
The Notes will not be redeemable prior to Maturity except as
described in the following paragraph.
<PAGE> 5
5
4. Redemption Pursuant to Gaming Law.
If a Holder or beneficial owner of a Note is required by any
Gaming Authority to be licensed or found qualified or suitable to hold or own
the Note and such Holder is not licensed or found qualified or suitable within
any time specified by such Gaming Authority or such Gaming Authority denies a
license to or finds unqualified or unsuitable such Holder, the Company will have
the right at its option to require such Holder to dispose of such Holder's Note
within the time period prescribed by the Company or such other time period as
may be prescribed by any Gaming Authority, which time period shall be specified
in a written notice from the Company. If the Holder having been given the
opportunity by the Company to dispose of such Note fails to do so within the
prescribed time period, the Company will have the right to call for redemption
such Holder's Note by notice of redemption to such person. On any such
redemption, the redemption price shall be the lesser of (a) the lowest closing
sale price of the Note on any trading day during the 120 day period commencing
on the date upon which the Company shall have received notice from a Gaming
Authority of such Holder's disqualification or (b) the price at which such
Holder acquired the Notes, unless a different redemption price is required by
such Gaming Authority, in which event such required price shall be the
redemption price.
5. Guarantees.
The Guarantor has unconditionally guaranteed (prior to the
Distribution) the due and punctual payment of the principal, premium, if any,
and interest on the Notes when and as the same shall become due and payable,
whether at maturity, upon redemption or otherwise in the manner and to the
extent set forth in the Indenture. The Guarantees will irrevocably terminate and
be of no further force or effect upon the completion of the Distribution,
subject to certain conditions set forth in the Indenture.
6. Defaults and Remedies.
In case an Event of Default with respect to the Notes, as
defined in the Indenture, shall have occurred and be continuing, the principal
of all Notes may be declared, and upon such declaration shall become, due and
payable, in the manner and with the effect provided in the Indenture. The
Indenture provides that in certain events such declaration and its consequences
may be waived by the Holders of a majority in aggregate principal amount of the
Notes then outstanding and that, prior to any such declaration, such Holders may
waive any past default under the Indenture and its consequences except a default
in respect of a covenant or provision of the
<PAGE> 6
6
Indenture which cannot be modified or amended without the consent of the Holder
of each Security affected. Any such waiver and any consent by the Holder of this
Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this Note and
any Notes which may be issued in exchange or substitution herefor, irrespective
of whether or not any notation thereof is made upon this Note or such other
Notes.
7. Supplemental Indentures; Amendment.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a majority in
aggregate amount of the Securities at the time Outstanding (as defined in the
Indenture), of all series of Securities to be affected thereby, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the Holders of each such
series; provided, however, that no such supplemental indenture shall, among
other things (i) extend the Stated Maturity of any Security of such series,
reduce the principal amount thereof, reduce any amount payable on redemption
thereof or reduce the rate or extend the time of payment of interest thereon,
without the consent of the Holder of each Security of such series so affected,
or (ii) reduce the aforesaid percentage of Securities of such series affected
thereby, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of each Security so
affected.
8. Obligation Unconditional.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company and
the Guarantor, if any, which in each case is absolute and unconditional, to pay
the principal of and interest on this Note at the place, at the respective
times, at the rate and in the currency herein prescribed.
9. Denominations; Transfer; Exchange.
The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple of $1,000. Any Note or
Notes may be exchanged for a Note or Notes in other authorized denominations, in
an equal aggregate principal amount in the manner, and subject to the
limitations provided in the Indenture, at the office or agency of the Company
maintained for that purpose in
<PAGE> 7
7
the Borough of Manhattan, The City of New York and in the City of Chicago,
Illinois.
The transfer of this Note is registrable at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, and in the City of Chicago, Illinois, by the registered
Holder hereof in person or by his attorney duly authorized in writing, but only
in the manner and subject to the limitations provided in the Indenture and upon
surrender of this Note at the office or agency of the Company maintained for
that purpose in said Borough of Manhattan and said City of Chicago. Upon any
such registration of transfer a new Note or Notes in authorized denominations,
for a like aggregate principal amount, shall be issued to the transferee in
exchange herefor.
If this Note is issued in the form of a Global Security, it is
exchangeable, in whole but not in part, for Notes registered in the names of
Persons other than the Depositary or its nominee or in the name of a successor
to the Depositary or a nominee of such successor depositary only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this Note or if at any time such Depositary shall no longer be
registered or in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, and, in either case, a
successor depositary is not appointed by the company within 90 days of the
receipt by the Company of such notice or of the Company becoming aware of such
condition, or (ii) the Company in its discretion at any time determines not to
have all of the Notes represented by one or more Global Security or Securities.
If this Note is exchangeable pursuant to the preceding sentence, it shall be
exchangeable for Notes of like tenor and terms in definitive form in aggregate
principal amount equal to the principal amount of the Global Security. Subject
to the foregoing, if this Note is issued in the form of a Global Security, it is
not exchangeable, except for a Note or Notes of the same aggregate denominations
to be registered in the name of such Depositary or its nominee or in the name of
a successor to the Depositary or a nominee of such successor depositary.
10. Persons Deemed Owners.
Prior to due presentation of this Note for registration of
transfer, the Company, the Trustee, any paying agent, any Securities Registrar
and other agent to the Company or the Trustee may deem and treat the registered
Holder hereof as the absolute owner of this Note (whether or not this Note shall
be overdue and notwithstanding any notation of ownership or other writing hereof
made by any other than the Company, any Securities Registrar or the Trustee),
for the purpose of receiving payment of principal hereof and (subject to the
provisions on the face
<PAGE> 8
8
hereof) interest due hereon and for all other purposes, and neither the Company
nor the Trustee nor any paying agent nor any Securities Registrar nor any other
agent of the Company or the Trustee shall be affected by any notice to the
contrary.
11. No Recourse Against Others.
No recourse shall be had for the payment of the principal of or
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company, the Guarantor, if
any, or of any successor either directly or through the Company, the Guarantor,
if any, or any successor, under any constitution, statute or rule of law, or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
12. Defeasance.
Subject to certain conditions, the Company at any time may
terminate some or all of its, and in the event there is a Guarantor, the
Guarantor's obligations under the Notes and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal and interest on the Notes to redemption or maturity, as the case
may be.
13. Abbreviations.
The following abbreviations, when used in the inscription on
the face of this Note, shall be construed as if they were written out in full
according to applicable laws or regulations: TEN COM (=tenants in common), TEN
ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A
(=Uniform Gifts to Minors Act). Additional abbreviations, though not in the
above list, may also be used.
14. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Noteholders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any
<PAGE> 9
9
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.
15. Defined Terms.
Certain terms used in this Note which are defined in the
Indenture have the meanings set forth therein.
16. Governing Law.
THIS NOTE FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS MAY OTHERWISE BE REQUIRED BY
MANDATORY PROVISIONS OF LAW.
<PAGE> 10
10
- --------------------------------------------------------------------------------
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer
this Note on the books of the Company. The agent may substitute
another to act for him.
Date: Your Signature:
----------------
----------------------------
(Sign exactly as your name
appears on the face of this Note)
Signature Guarantee:
--------------------------------------------
(Signature must be guaranteed by an
eligible institution within the meaning
of Rule 17A(d)-15 under the Securities
Exchange of 1934, as amended)
<PAGE> 11
11
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security
have been made:
<TABLE>
<CAPTION>
Principal Amount
Amount of decrease Amount of increase of this Global
in Principal in Principal Security following Signature of
Date of Amount of this Amount of this such decrease or authorized officer
Exchange Global Security Global Security increase of Trustee
<S> <C> <C> <C> <C>
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- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
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</TABLE>
<PAGE> 1
EXHIBIT 4.2
[FACE OF NOTE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
Number BB-* $*
ITT DESTINATIONS, INC.
6 3/4% NOTE DUE NOVEMBER 15, 2005
CUSIP 45067NAB0
SEE REVERSE FOR
CERTAIN DEFINITIONS
ITT DESTINATIONS, INC., a Nevada corporation (herein called the
"Company"), for value received, hereby promises to pay to CEDE & CO., AS NOMINEE
OF THE DEPOSITORY TRUST COMPANY, or registered assigns the principal sum of *
DOLLARS on November 15, 2005, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest, semi-annually on May 15
<PAGE> 2
2
and November 15 of each year, on said principal sum, in like coin or currency,
at the rate of 6 3/4% per annum, from the May 15 or the November 15, as the case
may be, next preceding the date of this Note to which interest on the Notes has
been paid or duly provided for unless the date hereof is the date to which
interest on the Notes has been paid or duly provided for, in which case from the
date of this Note, or unless no interest has been paid or duly provided for on
the Notes since the original issue date (as defined in the Indenture referred to
on the reverse hereof) of this Note in which case from the May 15 or November 15
next preceding such original issue date (unless such original issue date is a
May 15 or November 15, in which case from such original issue date), until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after April 30 or October
31, as the case may be, and before the following May 15 or November 15, this
Note shall bear interest from such May 15 or November 15; provided, however,
that if the Company shall default in the payment of interest due on such May 15
or November 15, then this Note shall bear interest from the next preceding May
15 or November 15 to which interest on the Notes has been paid or duly provided
for, or, if no interest has been paid or duly provided for on the Notes since
the original issue date of this Note, from the May 15 or November 15 next
preceding such original date unless such original issue date is a May 15 or
November 15, in which case from such original issue date. The interest so
payable on any May 15 or November 15 will, except as otherwise provided in the
Indenture referred to on the reverse hereof be paid to the person in whose name
this Note is registered at the close of business on the April 30 preceding such
May 15 or the October 31 preceding such November 15, whether or not such April
30 or October 31 is a Business Day.
Payments of interest, other than interest payable at Maturity
(or on the date of redemption, if a Note is redeemed by the Company prior to
Maturity) will be made by check mailed to the address of the person entitled
thereto as shown on the Securities Register. Payments of principal, premium, if
any, and interest upon Maturity or redemption will be made in immediately
available funds against presentation and surrender of the Note at the office of
the paying agent (the "Paying Agent", initially, The First National Bank of
Chicago) in New York, New York, or, at the option of the Holder, at the
principal office of the Paying Agent in Chicago, Illinois. Notwithstanding the
foregoing, payments in respect of the Notes represented by a Global Security
(including principal, premium and interest) will be made by wire transfer of
immediately available funds to the account of The Depository Trust Company as
specified by The Depository Trust Company.
The Indenture referred to on the reverse hereof contains
provisions setting forth certain conditions to the institution of proceedings by
Holders of the Notes with respect to this Note, said Indenture, the appointment
of a receiver or
<PAGE> 3
3
trustee and the enforcement of remedies under this Note or said Indenture.
However, notwithstanding any reference herein to such Indenture or any provision
of such Indenture, the right of the Holder of this Note to receive payment of
the principal of and interest on such Note, on or after the respective dates
expressed in this Note, or to institute suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.
The provisions of this Note are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereof shall have been duly
signed by the Trustee under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, ITT Destinations, Inc. has caused this
instrument to be signed manually or by facsimile by its duly authorized officers
and a facsimile of its corporate seal to be affected hereunto or imprinted
hereon.
Dated: November 27, 1995
ITT DESTINATIONS, INC.
CERTIFICATE OF AUTHENTICATION By
--------------------------
Vice President
This is one of the Securities of the
series designated therein referred to in the
within mentioned Indenture.
THE FIRST NATIONAL BANK
OF CHICAGO, as Trustee
By
By --------------------------
----------------------------- Assistant Secretary
Authorized Officer
[SEAL]
<PAGE> 4
4
[REVERSE OF NOTE]
ITT DESTINATIONS, INC.
6 3/4% NOTE DUE NOVEMBER 15, 2005
1. Indenture.
This Note is one of a duly authorized issue of debentures,
notes or other evidence of indebtedness (hereinafter called the "Securities") of
the Company of the series hereinafter specified, which series is limited in
aggregate principal amount of $450,000,000, all such Securities issued and to be
issued under an indenture (herein, the "Indenture") dated as of November 15,
1995, between the Company, ITT Corporation (the "Guarantor") and The First
National Bank of Chicago, as Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a specification of the rights
and limitation of rights thereunder of the Holders of the Securities and of the
rights, obligations, duties and immunities of the Trustee, the Company and the
Guarantor, if any. As provided in the Indenture, the Securities may be issued in
one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, may
be subject to different sinking, purchase or analogous funds, if any, may be
subject to different covenants and Events of Default and may otherwise vary as
in the Indenture provided or permitted. This Note is one of a series of the
Securities designated pursuant thereto as 6 3/4% Notes Due November 15, 2005
(the "Notes").
2. Paying Agent and Registrar.
Initially, The First National Bank of Chicago, a national
banking association, at both its principal office in the City of Chicago,
Illinois, and its corporate trust facility in the Borough of Manhattan, The City
of New York, will act as Paying Agent and Securities Registrar. The Company may
appoint and change any Paying Agent, Securities Registrar or co-registrar
without notice. The Company may act as Paying Agent, Securities Registrar or
co-registrar.
3. Optional Redemption.
The Notes will not be redeemable prior to Maturity except as
described in the following paragraph.
<PAGE> 5
5
4. Redemption Pursuant to Gaming Law.
If a Holder or beneficial owner of a Note is required by any
Gaming Authority to be licensed or found qualified or suitable to hold or own
the Note and such Holder is not licensed or found qualified or suitable within
any time specified by such Gaming Authority or such Gaming Authority denies a
license to or finds unqualified or unsuitable such Holder, the Company will have
the right at its option to require such Holder to dispose of such Holder's Note
within the time period prescribed by the Company or such other time period as
may be prescribed by any Gaming Authority, which time period shall be specified
in a written notice from the Company. If the Holder having been given the
opportunity by the Company to dispose of such Note fails to do so within the
prescribed time period, the Company will have the right to call for redemption
such Holder's Note by notice of redemption to such person. On any such
redemption, the redemption price shall be the lesser of (a) the lowest closing
sale price of the Note on any trading day during the 120 day period commencing
on the date upon which the Company shall have received notice from a Gaming
Authority of such Holder's disqualification or (b) the price at which such
Holder acquired the Notes, unless a different redemption price is required by
such Gaming Authority, in which event such required price shall be the
redemption price.
5. Guarantees.
The Guarantor has unconditionally guaranteed (prior to the
Distribution) the due and punctual payment of the principal, premium, if any,
and interest on the Notes when and as the same shall become due and payable,
whether at maturity, upon redemption or otherwise in the manner and to the
extent set forth in the Indenture. The Guarantees will irrevocably terminate and
be of no further force or effect upon the completion of the Distribution,
subject to certain conditions set forth in the Indenture.
6. Defaults and Remedies.
In case an Event of Default with respect to the Notes, as
defined in the Indenture, shall have occurred and be continuing, the principal
of all Notes may be declared, and upon such declaration shall become, due and
payable, in the manner and with the effect provided in the Indenture. The
Indenture provides that in certain events such declaration and its consequences
may be waived by the Holders of a majority in aggregate principal amount of the
Notes then outstanding and that, prior to any such declaration, such Holders may
waive any past default under the Indenture and its consequences except a default
in respect of a covenant or provision of the
<PAGE> 6
6
Indenture which cannot be modified or amended without the consent of the Holder
of each Security affected. Any such waiver and any consent by the Holder of this
Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this Note and
any Notes which may be issued in exchange or substitution herefor, irrespective
of whether or not any notation thereof is made upon this Note or such other
Notes.
7. Supplemental Indentures; Amendment.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a majority in
aggregate amount of the Securities at the time Outstanding (as defined in the
Indenture), of all series of Securities to be affected thereby, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the Holders of each such
series; provided, however, that no such supplemental indenture shall, among
other things (i) extend the Stated Maturity of any Security of such series,
reduce the principal amount thereof, reduce any amount payable on redemption
thereof or reduce the rate or extend the time of payment of interest thereon,
without the consent of the Holder of each Security of such series so affected,
or (ii) reduce the aforesaid percentage of Securities of such series affected
thereby, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of each Security so
affected.
8. Obligation Unconditional.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company and
the Guarantor, if any, which in each case is absolute and unconditional, to pay
the principal of and interest on this Note at the place, at the respective
times, at the rate and in the currency herein prescribed.
9. Denominations; Transfer; Exchange.
The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple of $1,000. Any Note or
Notes may be exchanged for a Note or Notes in other authorized denominations, in
an equal aggregate principal amount in the manner, and subject to the
limitations provided in the Indenture, at the office or agency of the Company
maintained for that purpose in
<PAGE> 7
7
the Borough of Manhattan, The City of New York and in the City of Chicago,
Illinois.
The transfer of this Note is registrable at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, and in the City of Chicago, Illinois, by the registered
Holder hereof in person or by his attorney duly authorized in writing, but only
in the manner and subject to the limitations provided in the Indenture and upon
surrender of this Note at the office or agency of the Company maintained for
that purpose in said Borough of Manhattan and said City of Chicago. Upon any
such registration of transfer a new Note or Notes in authorized denominations,
for a like aggregate principal amount, shall be issued to the transferee in
exchange herefor.
If this Note is issued in the form of a Global Security, it is
exchangeable, in whole but not in part, for Notes registered in the names of
Persons other than the Depositary or its nominee or in the name of a successor
to the Depositary or a nominee of such successor depositary only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this Note or if at any time such Depositary shall no longer be
registered or in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, and, in either case, a
successor depositary is not appointed by the company within 90 days of the
receipt by the Company of such notice or of the Company becoming aware of such
condition, or (ii) the Company in its discretion at any time determines not to
have all of the Notes represented by one or more Global Security or Securities.
If this Note is exchangeable pursuant to the preceding sentence, it shall be
exchangeable for Notes of like tenor and terms in definitive form in aggregate
principal amount equal to the principal amount of the Global Security. Subject
to the foregoing, if this Note is issued in the form of a Global Security, it is
not exchangeable, except for a Note or Notes of the same aggregate denominations
to be registered in the name of such Depositary or its nominee or in the name of
a successor to the Depositary or a nominee of such successor depositary.
10. Persons Deemed Owners.
Prior to due presentation of this Note for registration of
transfer, the Company, the Trustee, any paying agent, any Securities Registrar
and other agent to the Company or the Trustee may deem and treat the registered
Holder hereof as the absolute owner of this Note (whether or not this Note shall
be overdue and notwithstanding any notation of ownership or other writing hereof
made by any other than the Company, any Securities Registrar or the Trustee),
for the purpose of receiving payment of principal hereof and (subject to the
provisions on the face
<PAGE> 8
8
hereof) interest due hereon and for all other purposes, and neither the Company
nor the Trustee nor any paying agent nor any Securities Registrar nor any other
agent of the Company or the Trustee shall be affected by any notice to the
contrary.
11. No Recourse Against Others.
No recourse shall be had for the payment of the principal of or
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, or against any past, present or future
stockholder, director or officer, as such, of the Company, the Guarantor, if
any, or of any successor either directly or through the Company, the Guarantor,
if any, or any successor, under any constitution, statute or rule of law, or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
12. Defeasance.
Subject to certain conditions, the Company at any time may
terminate some or all of its, and in the event there is a Guarantor, the
Guarantor's obligations under the Notes and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal and interest on the Notes to redemption or maturity, as the case
may be.
13. Abbreviations.
The following abbreviations, when used in the inscription on
the face of this Note, shall be construed as if they were written out in full
according to applicable laws or regulations: TEN COM (=tenants in common), TEN
ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A
(=Uniform Gifts to Minors Act). Additional abbreviations, though not in the
above list, may also be used.
14. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Noteholders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any
<PAGE> 9
9
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.
15. Defined Terms.
Certain terms used in this Note which are defined in the
Indenture have the meanings set forth therein.
16. Governing Law.
THIS NOTE FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS MAY OTHERWISE BE REQUIRED BY
MANDATORY PROVISIONS OF LAW.
<PAGE> 10
10
- --------------------------------------------------------------------------------
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer
this Note on the books of the Company. The agent may substitute
another to act for him.
Date: Your Signature:
----------------
----------------------------
(Sign exactly as your name
appears on the face of this Note)
Signature Guarantee:
---------------------------------------
(Signature must be guaranteed by an
eligible institution within the meaning
of Rule 17A(d)-15 under the Securities
Exchange of 1934, as amended)
<PAGE> 11
11
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security
have been made:
<TABLE>
<CAPTION>
Principal Amount
Amount of decrease Amount of increase of this Global
in Principal in Principal Security following Signature of
Date of Amount of this Amount of this such decrease or authorized officer
Exchange Global Security Global Security increase of Trustee
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
EXHIBIT 4.3
[FACE OF DEBENTURE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
Number BC-* $*
ITT DESTINATIONS, INC.
7 3/8% DEBENTURE DUE NOVEMBER 15, 2015
CUSIP 45067NAC8
SEE REVERSE FOR
CERTAIN DEFINITIONS
ITT DESTINATIONS, INC., a Nevada corporation (herein called the
"Company"), for value received, hereby promises to pay to CEDE & CO., AS NOMINEE
OF THE DEPOSITORY TRUST COMPANY, or registered assigns the principal sum of *
DOLLARS on November 15, 2015, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest, semi-annually on May 15 and
November 15 of each year, on said principal sum, in like coin or currency, at
the
<PAGE> 2
2
rate of 7 3/8% per annum, from the May 15 or the November 15, as the case may
be, next preceding the date of this Debenture to which interest on the
Debentures has been paid or duly provided for unless the date hereof is the date
to which interest on the Debentures has been paid or duly provided for, in which
case from the date of this Debenture, or unless no interest has been paid or
duly provided for on the Debentures since the original issue date (as defined in
the Indenture referred to on the reverse hereof) of this Debenture in which case
from the May 15 or November 15 next preceding such original issue date (unless
such original issue date is a May 15 or November 15, in which case from such
original issue date), until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after April
30 or October 31, as the case may be, and before the following May 15 or
November 15, this Debenture shall bear interest from such May 15 or November 15;
provided, however, that if the Company shall default in the payment of interest
due on such May 15 or November 15, then this Debenture shall bear interest from
the next preceding May 15 or November 15 to which interest on the Debentures has
been paid or duly provided for, or, if no interest has been paid or duly
provided for on the Debentures since the original issue date of this Debenture,
from the May 15 or November 15 next preceding such original date unless such
original issue date is a May 15 or November 15, in which case from such original
issue date. The interest so payable on any May 15 or November 15 will, except as
otherwise provided in the Indenture referred to on the reverse hereof be paid to
the person in whose name this Debenture is registered at the close of business
on the April 30 preceding such May 15 or the October 31 preceding such November
15, whether or not such April 30 or October 31 is a Business Day.
Payments of interest, other than interest payable at Maturity
(or on the date of redemption, if a Debenture is redeemed by the Company prior
to Maturity) will be made by check mailed to the address of the person entitled
thereto as shown on the Securities Register. Payments of principal, premium, if
any, and interest upon Maturity or redemption will be made in immediately
available funds against presentation and surrender of the Debenture at the
office of the paying agent (the "Paying Agent", initially, The First National
Bank of Chicago) in New York, New York, or, at the option of the Holder, at the
principal office of the Paying Agent in Chicago, Illinois. Notwithstanding the
foregoing, payments in respect of the Debentures represented by a Global
Security (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the account of The Depository Trust
Company as specified by The Depository Trust Company.
The Indenture referred to on the reverse hereof contains
provisions setting forth certain conditions to the institution of proceedings by
Holders of the Debentures with respect to this Debenture, said Indenture, the
appointment of a
<PAGE> 3
3
receiver or trustee and the enforcement of remedies under this Debenture or said
Indenture. However, notwithstanding any reference herein to such Indenture or
any provision of such Indenture, the right of the Holder of this Debenture to
receive payment of the principal of and interest on such Debenture, on or after
the respective dates expressed in this Debenture, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.
The provisions of this Debenture are continued on the reverse
side hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Debenture shall not be valid or become obligatory for any
purpose until the certificate of authentication hereof shall have been duly
signed by the Trustee under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, ITT Destinations, Inc. has caused this
instrument to be signed manually or by facsimile by its duly authorized officers
and a facsimile of its corporate seal to be affected hereunto or imprinted
hereon.
Dated: November 27, 1995
ITT DESTINATIONS, INC.
CERTIFICATE OF AUTHENTICATION By
--------------------------
Vice President
This is one of the Securities of the
series designated therein referred to in the
within mentioned Indenture.
THE FIRST NATIONAL BANK
OF CHICAGO, as Trustee
By
By --------------------------
--------------------------- Assistant Secretary
Authorized Officer
[SEAL]
<PAGE> 4
4
[REVERSE OF DEBENTURE]
ITT DESTINATIONS, INC.
7 3/8% DEBENTURE DUE NOVEMBER 15, 2015
1. Indenture.
This Debenture is one of a duly authorized issue of debentures,
notes or other evidence of indebtedness (hereinafter called the "Securities") of
the Company of the series hereinafter specified, which series is limited in
aggregate principal amount of $450,000,000, all such Securities issued and to be
issued under an indenture (herein, the "Indenture") dated as of November 15,
1995, between the Company, ITT Corporation (the "Guarantor") and The First
National Bank of Chicago, as Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a specification of the rights
and limitation of rights thereunder of the Holders of the Securities and of the
rights, obligations, duties and immunities of the Trustee, the Company and the
Guarantor, if any. As provided in the Indenture, the Securities may be issued in
one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, may
be subject to different sinking, purchase or analogous funds, if any, may be
subject to different covenants and Events of Default and may otherwise vary as
in the Indenture provided or permitted. This Debenture is one of a series of the
Securities designated pursuant thereto as 7 3/8% Debentures Due November 15,
2015 (the "Debentures").
2. Paying Agent and Registrar.
Initially, The First National Bank of Chicago, a national
banking association, at both its principal office in the City of Chicago,
Illinois, and its corporate trust facility in the Borough of Manhattan, The City
of New York, will act as Paying Agent and Securities Registrar. The Company may
appoint and change any Paying Agent, Securities Registrar or co-registrar
without notice. The Company may act as Paying Agent, Securities Registrar or
co-registrar.
3. Optional Redemption.
The Debentures will not be redeemable prior to Maturity except
as described in the following paragraph.
<PAGE> 5
5
4. Redemption Pursuant to Gaming Law.
If a Holder or beneficial owner of a Debenture is required by
any Gaming Authority to be licensed or found qualified or suitable to hold or
own the Debenture and such Holder is not licensed or found qualified or suitable
within any time specified by such Gaming Authority or such Gaming Authority
denies a license to or finds unqualified or unsuitable such Holder, the Company
will have the right at its option to require such Holder to dispose of such
Holder's Debenture within the time period prescribed by the Company or such
other time period as may be prescribed by any Gaming Authority, which time
period shall be specified in a written notice from the Company. If the Holder
having been given the opportunity by the Company to dispose of such Debenture
fails to do so within the prescribed time period, the Company will have the
right to call for redemption such Holder's Debenture by notice of redemption to
such person. On any such redemption, the redemption price shall be the lesser of
(a) the lowest closing sale price of the Debenture on any trading day during the
120 day period commencing on the date upon which the Company shall have received
notice from a Gaming Authority of such Holder's disqualification or (b) the
price at which such Holder acquired the Debentures, unless a different
redemption price is required by such Gaming Authority, in which event such
required price shall be the redemption price.
5. Guarantees.
The Guarantor has unconditionally guaranteed (prior to the
Distribution) the due and punctual payment of the principal, premium, if any,
and interest on the Debentures when and as the same shall become due and
payable, whether at maturity, upon redemption or otherwise in the manner and to
the extent set forth in the Indenture. The Guarantees will irrevocably terminate
and be of no further force or effect upon the completion of the Distribution,
subject to certain conditions set forth in the Indenture.
6. Defaults and Remedies.
In case an Event of Default with respect to the Debentures, as
defined in the Indenture, shall have occurred and be continuing, the principal
of all Debentures may be declared, and upon such declaration shall become, due
and payable, in the manner and with the effect provided in the Indenture. The
Indenture provides that in certain events such declaration and its consequences
may be waived by the Holders of a majority in aggregate principal amount of the
Debentures then outstanding and that, prior to any such declaration, such
Holders may waive any past default under the Indenture and its consequences
except a default in respect of a
<PAGE> 6
6
covenant or provision of the Indenture which cannot be modified or amended
without the consent of the Holder of each Security affected. Any such waiver and
any consent by the Holder of this Debenture (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders and owners of this Debenture and any Debentures which may be issued in
exchange or substitution herefor, irrespective of whether or not any notation
thereof is made upon this Debenture or such other Debentures.
7. Supplemental Indentures; Amendment.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a majority in
aggregate amount of the Securities at the time Outstanding (as defined in the
Indenture), of all series of Securities to be affected thereby, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the Holders of each such
series; provided, however, that no such supplemental indenture shall, among
other things (i) extend the Stated Maturity of any Security of such series,
reduce the principal amount thereof, reduce any amount payable on redemption
thereof or reduce the rate or extend the time of payment of interest thereon,
without the consent of the Holder of each Security of such series so affected,
or (ii) reduce the aforesaid percentage of Securities of such series affected
thereby, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of each Security so
affected.
8. Obligation Unconditional.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company and the Guarantor, if any, which in each case is absolute and
unconditional, to pay the principal of and interest on this Debenture at the
place, at the respective times, at the rate and in the currency herein
prescribed.
9. Denominations; Transfer; Exchange.
The Debentures are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple of $1,000. Any
Debenture or Debentures may be exchanged for a Debenture or Debentures in other
authorized denominations, in an equal aggregate principal amount in the manner,
and subject to the limitations provided in the Indenture, at the office or
agency of the Company
<PAGE> 7
7
maintained for that purpose in the Borough of Manhattan, The City of New York
and in the City of Chicago, Illinois.
The transfer of this Debenture is registrable at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, and in the City of Chicago, Illinois, by the registered
Holder hereof in person or by his attorney duly authorized in writing, but only
in the manner and subject to the limitations provided in the Indenture and upon
surrender of this Debenture at the office or agency of the Company maintained
for that purpose in said Borough of Manhattan and said City of Chicago. Upon any
such registration of transfer a new Debenture or Debentures in authorized
denominations, for a like aggregate principal amount, shall be issued to the
transferee in exchange herefor.
If this Debenture is issued in the form of a Global Security,
it is exchangeable, in whole but not in part, for Debentures registered in the
names of Persons other than the Depositary or its nominee or in the name of a
successor to the Depositary or a nominee of such successor depositary only if
(i) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Debenture or if at any time such Depositary
shall no longer be registered or in good standing under the Securities Exchange
Act of 1934, as amended, or other applicable statute or regulation, and, in
either case, a successor depositary is not appointed by the company within 90
days of the receipt by the Company of such notice or of the Company becoming
aware of such condition, or (ii) the Company in its discretion at any time
determines not to have all of the Debentures represented by one or more Global
Security or Securities. If this Debenture is exchangeable pursuant to the
preceding sentence, it shall be exchangeable for Debentures of like tenor and
terms in definitive form in aggregate principal amount equal to the principal
amount of the Global Security. Subject to the foregoing, if this Debenture is
issued in the form of a Global Security, it is not exchangeable, except for a
Debenture or Debentures of the same aggregate denominations to be registered in
the name of such Depositary or its nominee or in the name of a successor to the
Depositary or a nominee of such successor depositary.
10. Persons Deemed Owners.
Prior to due presentation of this Debenture for registration of
transfer, the Company, the Trustee, any paying agent, any Securities Registrar
and other agent to the Company or the Trustee may deem and treat the registered
Holder hereof as the absolute owner of this Debenture (whether or not this
Debenture shall be overdue and notwithstanding any notation of ownership or
other writing hereof made by any other than the Company, any Securities
Registrar or the Trustee), for the purpose of
<PAGE> 8
8
receiving payment of principal hereof and (subject to the provisions on the face
hereof) interest due hereon and for all other purposes, and neither the Company
nor the Trustee nor any paying agent nor any Securities Registrar nor any other
agent of the Company or the Trustee shall be affected by any notice to the
contrary.
11. No Recourse Against Others.
No recourse shall be had for the payment of the principal of or
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, or against any past, present or
future stockholder, director or officer, as such, of the Company, the Guarantor,
if any, or of any successor either directly or through the Company, the
Guarantor, if any, or any successor, under any constitution, statute or rule of
law, or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issue hereof, expressly waived and
released.
12. Defeasance.
Subject to certain conditions, the Company at any time may
terminate some or all of its, and in the event there is a Guarantor, the
Guarantor's obligations under the Debentures and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal and interest on the Debentures to redemption or maturity, as the
case may be.
13. Abbreviations.
The following abbreviations, when used in the inscription on
the face of this Debenture, shall be construed as if they were written out in
full according to applicable laws or regulations: TEN COM (=tenants in common),
TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A
(=Uniform Gifts to Minors Act). Additional abbreviations, though not in the
above list, may also be used.
14. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Debentures and has directed the Trustee to use CUSIP
numbers
<PAGE> 9
9
in notices of redemption as a convenience to Debentureholders. No representation
is made as to the accuracy of such numbers either as printed on the Debentures
or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.
15. Defined Terms.
Certain terms used in this Debenture which are defined in the
Indenture have the meanings set forth therein.
16. Governing Law.
THIS DEBENTURE FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS MAY OTHERWISE BE
REQUIRED BY MANDATORY PROVISIONS OF LAW.
<PAGE> 10
10
- --------------------------------------------------------------------------------
ASSIGNMENT FORM
To assign this Debenture, fill in the form below:
I or we assign and transfer this Debenture to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer
this Debenture on the books of the Company. The agent may
substitute another to act for him.
Date: Your Signature:
----------------
----------------------------
(Sign exactly as your name
appears on the face of this
Debenture)
Signature Guarantee:
---------------------------------------
(Signature must be guaranteed by an
eligible institution within the meaning
of Rule 17A(d)-15 under the Securities
Exchange of 1934, as amended)
<PAGE> 11
11
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security
have been made:
<TABLE>
<CAPTION>
Principal Amount
Amount of decrease Amount of increase of this Global
in Principal in Principal Security following Signature of
Date of Amount of this Amount of this such decrease or authorized officer
Exchange Global Security Global Security increase of Trustee
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
EXHIBIT 4.4
[FACE OF DEBENTURE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
Number BD-* $*
ITT DESTINATIONS, INC.
7-3/4% DEBENTURE DUE NOVEMBER 15, 2025
CUSIP 45067NAD6
SEE REVERSE FOR
CERTAIN DEFINITIONS
ITT DESTINATIONS, INC., a Nevada corporation (herein called the
"Company"), for value received, hereby promises to pay to CEDE & CO., AS NOMINEE
OF THE DEPOSITORY TRUST COMPANY, or registered assigns the principal sum of *
DOLLARS on November 15, 2025, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest, semi-annually on May 15 and
November 15 of each year, on said principal sum, in like coin or currency, at
the
s
<PAGE> 2
2
rate of 7-3/4% per annum, from the May 15 or the November 15, as the case may
be, next preceding the date of this Debenture to which interest on the
Debentures has been paid or duly provided for unless the date hereof is the date
to which interest on the Debentures has been paid or duly provided for, in which
case from the date of this Debenture, or unless no interest has been paid or
duly provided for on the Debentures since the original issue date (as defined in
the Indenture referred to on the reverse hereof) of this Debenture in which case
from the May 15 or November 15 next preceding such original issue date (unless
such original issue date is a May 15 or November 15, in which case from such
original issue date), until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after April
30 or October 31, as the case may be, and before the following May 15 or
November 15, this Debenture shall bear interest from such May 15 or November 15;
provided, however, that if the Company shall default in the payment of interest
due on such May 15 or November 15, then this Debenture shall bear interest from
the next preceding May 15 or November 15 to which interest on the Debentures has
been paid or duly provided for, or, if no interest has been paid or duly
provided for on the Debentures since the original issue date of this Debenture,
from the May 15 or November 15 next preceding such original date unless such
original issue date is a May 15 or November 15, in which case from such original
issue date. The interest so payable on any May 15 or November 15 will, except as
otherwise provided in the Indenture referred to on the reverse hereof be paid to
the person in whose name this Debenture is registered at the close of business
on the April 30 preceding such May 15 or the October 31 preceding such November
15, whether or not such April 30 or October 31 is a Business Day.
Payments of interest, other than interest payable at Maturity
(or on the date of redemption, if a Debenture is redeemed by the Company prior
to Maturity) will be made by check mailed to the address of the person entitled
thereto as shown on the Securities Register. Payments of principal, premium, if
any, and interest upon Maturity or redemption will be made in immediately
available funds against presentation and surrender of the Debenture at the
office of the paying agent (the "Paying Agent", initially, The First National
Bank of Chicago) in New York, New York, or, at the option of the Holder, at the
principal office of the Paying Agent in Chicago, Illinois. Notwithstanding the
foregoing, payments in respect of the Debentures represented by a Global
Security (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the account of The Depository Trust
Company as specified by The Depository Trust Company.
The Indenture referred to on the reverse hereof contains
provisions setting forth certain conditions to the institution of proceedings by
Holders of the Debentures with respect to this Debenture, said Indenture, the
appointment of a
<PAGE> 3
3
receiver or trustee and the enforcement of remedies under this Debenture or said
Indenture. However, notwithstanding any reference herein to such Indenture or
any provision of such Indenture, the right of the Holder of this Debenture to
receive payment of the principal of and interest on such Debenture, on or after
the respective dates expressed in this Debenture, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.
The provisions of this Debenture are continued on the reverse
side hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Debenture shall not be valid or become obligatory for any
purpose until the certificate of authentication hereof shall have been duly
signed by the Trustee under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, ITT Destinations, Inc. has caused this
instrument to be signed manually or by facsimile by its duly authorized officers
and a facsimile of its corporate seal to be affected hereunto or imprinted
hereon.
Dated: November 27, 1995
ITT DESTINATIONS, INC.
CERTIFICATE OF AUTHENTICATION By
--------------------------
Vice President
This is one of the Securities of the
series designated therein referred to in the
within mentioned Indenture.
THE FIRST NATIONAL BANK
OF CHICAGO, as Trustee
By
By --------------------------
--------------------------- Assistant Secretary
Authorized Officer
[SEAL]
<PAGE> 4
4
[REVERSE OF DEBENTURE]
ITT DESTINATIONS, INC.
7 3/4% DEBENTURE DUE NOVEMBER 15, 2025
1. Indenture.
This Debenture is one of a duly authorized issue of debentures,
notes or other evidence of indebtedness (hereinafter called the "Securities") of
the Company of the series hereinafter specified, which series is limited in
aggregate principal amount of $150,000,000, all such Securities issued and to be
issued under an indenture (herein, the "Indenture") dated as of November 15,
1995, between the Company, ITT Corporation (the "Guarantor") and The First
National Bank of Chicago, as Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a specification of the rights
and limitation of rights thereunder of the Holders of the Securities and of the
rights, obligations, duties and immunities of the Trustee, the Company and the
Guarantor, if any. As provided in the Indenture, the Securities may be issued in
one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, may
be subject to different sinking, purchase or analogous funds, if any, may be
subject to different covenants and Events of Default and may otherwise vary as
in the Indenture provided or permitted. This Debenture is one of a series of the
Securities designated pursuant thereto as 7-3/4% Debentures Due November 15,
2025 (the "Debentures").
2. Paying Agent and Registrar.
Initially, The First National Bank of Chicago, a national
banking association, at both its principal office in the City of Chicago,
Illinois, and its corporate trust facility in the Borough of Manhattan, The City
of New York, will act as Paying Agent and Securities Registrar. The Company may
appoint and change any Paying Agent, Securities Registrar or co-registrar
without notice. The Company may act as Paying Agent, Securities Registrar or
co-registrar.
3. Optional Redemption.
The Debentures may not be redeemed prior to November 15, 2005.
On and after that date and prior to maturity, the Company may, at its option,
redeem the Debentures at any time, either as a whole or from time to time in
part, upon not
<PAGE> 5
5
less than 30 nor more than 60 days' prior written notice, at a Redemption Price
equal to the percentage of the principal amount set forth below if redeemed
during the 12-month period beginning November 15 of the years indicated:
================================================================================
Year Percentage of Year Percentage of
Principal Amount Principal Amount
- --------------------------------------------------------------------------------
2005 103.186 2010 101.593
- --------------------------------------------------------------------------------
2006 102.867 2011 101.274
- --------------------------------------------------------------------------------
2007 102.548 2012 100.956
- --------------------------------------------------------------------------------
2008 102.230 2013 100.637
- --------------------------------------------------------------------------------
2009 101.911 2014 100.319
================================================================================
and thereafter at a Redemption Price of 100% of their principal amount, together
in the case of any such redemption with interest accrued to the Redemption Date
(but interest installments whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of record of such Debentures at
the close of business on the relevant record date for such interest
installment). If less than all the Debentures are redeemed, the Trustee shall
select, in such manner as it shall deem fair and appropriate, the particular
Debentures to be redeemed.
Notwithstanding the foregoing redemption provisions, the
Debentures may be redeemable prior to Maturity as described in the following
paragraph.
4. Redemption Pursuant to Gaming Law.
If a Holder or beneficial owner of a Debenture is required by
any Gaming Authority to be licensed or found qualified or suitable to hold or
own the Debenture and such Holder is not licensed or found qualified or suitable
within any time specified by such Gaming Authority or such Gaming Authority
denies a license to or finds unqualified or unsuitable such Holder, the Company
will have the right at its option to require such Holder to dispose of such
Holder's Debenture within the time period prescribed by the Company or such
other time period as may be prescribed by any Gaming Authority, which time
period shall be specified in a written notice from the Company. If the Holder
having been given the opportunity by the Company to dispose of such Debenture
fails to do so within the prescribed time period, the Company will have the
right to call for redemption such Holder's Debenture by notice of redemption to
such person. On any such redemption, the redemption price shall be the lesser of
(a) the lowest closing sale price of the Debenture on any trading day during the
120 day period commencing on the date
<PAGE> 6
6
upon which the Company shall have received notice from a Gaming Authority of
such Holder's disqualification or (b) the price at which such Holder acquired
the Debentures, unless a different redemption price is required by such Gaming
Authority, in which event such required price shall be the redemption price.
5. Guarantees.
The Guarantor has unconditionally guaranteed (prior to the
Distribution) the due and punctual payment of the principal, premium, if any,
and interest on the Debentures when and as the same shall become due and
payable, whether at maturity, upon redemption or otherwise in the manner and to
the extent set forth in the Indenture. The Guarantees will irrevocably terminate
and be of no further force or effect upon the completion of the Distribution,
subject to certain conditions set forth in the Indenture.
6. Defaults and Remedies.
In case an Event of Default with respect to the Debentures, as
defined in the Indenture, shall have occurred and be continuing, the principal
of all Debentures may be declared, and upon such declaration shall become, due
and payable, in the manner and with the effect provided in the Indenture. The
Indenture provides that in certain events such declaration and its consequences
may be waived by the Holders of a majority in aggregate principal amount of the
Debentures then outstanding and that, prior to any such declaration, such
Holders may waive any past default under the Indenture and its consequences
except a default in respect of a covenant or provision of the Indenture which
cannot be modified or amended without the consent of the Holder of each Security
affected. Any such waiver and any consent by the Holder of this Debenture
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders and owners of this Debenture and
any Debentures which may be issued in exchange or substitution herefor,
irrespective of whether or not any notation thereof is made upon this Debenture
or such other Debentures.
7. Supplemental Indentures; Amendment.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a majority in
aggregate amount of the Securities at the time Outstanding (as defined in the
Indenture), of all series of Securities to be affected thereby, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights
<PAGE> 7
7
of the Holders of each such series; provided, however, that no such supplemental
indenture shall, among other things (i) extend the Stated Maturity of any
Security of such series, reduce the principal amount thereof, reduce any amount
payable on redemption thereof or reduce the rate or extend the time of payment
of interest thereon, without the consent of the Holder of each Security of such
series so affected, or (ii) reduce the aforesaid percentage of Securities of
such series affected thereby, the consent of the Holders of which is required
for any such supplemental indenture, without the consent of the Holders of each
Security so affected.
8. Obligation Unconditional.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company and the Guarantor, if any, which in each case is absolute and
unconditional, to pay the principal of and interest on this Debenture at the
place, at the respective times, at the rate and in the currency herein
prescribed.
9. Denominations; Transfer; Exchange.
The Debentures are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple of $1,000. Any
Debenture or Debentures may be exchanged for a Debenture or Debentures in other
authorized denominations, in an equal aggregate principal amount in the manner,
and subject to the limitations provided in the Indenture, at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York and in the City of Chicago, Illinois.
The transfer of this Debenture is registrable at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, and in the City of Chicago, Illinois, by the registered
Holder hereof in person or by his attorney duly authorized in writing, but only
in the manner and subject to the limitations provided in the Indenture and upon
surrender of this Debenture at the office or agency of the Company maintained
for that purpose in said Borough of Manhattan and said City of Chicago. Upon any
such registration of transfer a new Debenture or Debentures in authorized
denominations, for a like aggregate principal amount, shall be issued to the
transferee in exchange herefor.
If this Debenture is issued in the form of a Global Security,
it is exchangeable, in whole but not in part, for Debentures registered in the
names of Persons other than the Depositary or its nominee or in the name of a
successor to the
<PAGE> 8
8
Depositary or a nominee of such successor depositary only if (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for this Debenture or if at any time such Depositary shall no longer be
registered or in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, and, in either case, a
successor depositary is not appointed by the company within 90 days of the
receipt by the Company of such notice or of the Company becoming aware of such
condition, or (ii) the Company in its discretion at any time determines not to
have all of the Debentures represented by one or more Global Security or
Securities. If this Debenture is exchangeable pursuant to the preceding
sentence, it shall be exchangeable for Debentures of like tenor and terms in
definitive form in aggregate principal amount equal to the principal amount of
the Global Security. Subject to the foregoing, if this Debenture is issued in
the form of a Global Security, it is not exchangeable, except for a Debenture or
Debentures of the same aggregate denominations to be registered in the name of
such Depositary or its nominee or in the name of a successor to the Depositary
or a nominee of such successor depositary.
10. Persons Deemed Owners.
Prior to due presentation of this Debenture for registration of
transfer, the Company, the Trustee, any paying agent, any Securities Registrar
and other agent to the Company or the Trustee may deem and treat the registered
Holder hereof as the absolute owner of this Debenture (whether or not this
Debenture shall be overdue and notwithstanding any notation of ownership or
other writing hereof made by any other than the Company, any Securities
Registrar or the Trustee), for the purpose of receiving payment of principal
hereof and (subject to the provisions on the face hereof) interest due hereon
and for all other purposes, and neither the Company nor the Trustee nor any
paying agent nor any Securities Registrar nor any other agent of the Company or
the Trustee shall be affected by any notice to the contrary.
11. No Recourse Against Others.
No recourse shall be had for the payment of the principal of or
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, or against any past, present or
future stockholder, director or officer, as such, of the Company, the Guarantor,
if any, or of any successor either directly or through the Company, the
Guarantor, if any, or any successor, under any constitution, statute or rule of
law, or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being, by the acceptance
<PAGE> 9
9
hereof and as part of the consideration for the issue hereof, expressly waived
and released.
12. Defeasance.
Subject to certain conditions, the Company at any time may
terminate some or all of its, and in the event there is a Guarantor, the
Guarantor's obligations under the Debentures and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal and interest on the Debentures to redemption or maturity, as the
case may be.
13. Abbreviations.
The following abbreviations, when used in the inscription on
the face of this Debenture, shall be construed as if they were written out in
full according to applicable laws or regulations: TEN COM (=tenants in common),
TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A
(=Uniform Gifts to Minors Act). Additional abbreviations, though not in the
above list, may also be used.
14. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Debentures and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Debentureholders. No
representation is made as to the accuracy of such numbers either as printed on
the Debentures or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.
15. Defined Terms.
Certain terms used in this Debenture which are defined in the
Indenture have the meanings set forth therein.
16. Governing Law.
THIS DEBENTURE FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
<PAGE> 10
10
YORK, EXCEPT AS MAY OTHERWISE BE REQUIRED BY MANDATORY PROVISIONS OF LAW.
<PAGE> 11
11
- --------------------------------------------------------------------------------
ASSIGNMENT FORM
To assign this Debenture, fill in the form below:
I or we assign and transfer this Debenture to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer
this Debenture on the books of the Company. The agent may
substitute another to act for him.
Date: Your Signature:
----------------
----------------------------
(Sign exactly as your name
appears on the face of this
Debenture)
Signature Guarantee:---------------------------------------
(Signature must be guaranteed by an
eligible institution within the meaning
of Rule 17A(d)-15 under the Securities
Exchange of 1934, as amended)
<PAGE> 12
12
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security
have been made:
<TABLE>
<CAPTION>
Amount of decrease in Amount of increase in Principal Amount of this
Date of Principal Amount of Principal Amount of Global Security following Signature of authorized
Exchange this Global Security this Global Security such decrease or increase officer of Trustee
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
EXHIBIT 5
ITT DESTINATIONS, INC.
ITT CORPORATION
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-5490
November 27, 1995
ITT Destinations, Inc.
ITT Corporation
1330 Avenue of the Americas
New York, New York 10019-5490
Dear Sirs:
I am Assistant General Counsel of ITT Destinations, Inc., a Nevada
corporation (the "Company"), and have acted as counsel to the Company and ITT
Corporation, a Delaware corporation ("ITT"), in connection with the offer and
sale by the Company of $700,000,000 aggregate principal amount of 6 1/4% Notes
Due November 15, 2000 (the "6 1/4% Notes"), $450,000,000 aggregate principal
amount of 6 3/4% Notes Due November 15, 2005 (the "6 3/4% Notes"), $450,000,000
aggregate principal amount of 7 3/8% Debentures Due November 15, 2015 (the
"7 3/8% Debentures") and $150,000,000 aggregate principal amount of 7 3/4%
Debentures Due November 15, 2025 (the "7 3/4% Debentures"). The 6 1/4% Notes,
the 6 3/4% Notes, the 7 3/8% Debentures and the 7 3/4% Debentures are guaranteed
as to the payment of principal, premium, if any, and interest by ITT (the
"Guarantees"), to the extent provided in the Indenture dated as of November 15,
1995 among the Company, ITT and The First National Bank of Chicago, as trustee.
The 6 1/4% Notes, the 6 3/4% Notes, the 7 3/8% Debentures and the 7 3/4%
Debentures, together with the Guarantees, are collectively referred to herein as
the "Securities".
In connection with the opinions expressed herein, I have examined, and have
relied as to matters of fact upon, the documents delivered at the closing of the
sale of the Securities, and upon originals or copies, certified or otherwise
identified to my satisfaction, of such corporate records, agreements, documents
and other instruments and such certificates or comparable documents of public
officials and of officers and representatives of the Company and ITT, and have
made such other and further investigations, as I have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.
In such examination, I have assumed the genuineness of all signatures
(other than those of officers of the Company and ITT), the legal capacity of
natural persons, the authenticity of all documents submitted to me as originals,
the conformity to original documents of all documents submitted to me as
certified or photostatic copies, and the authenticity of the originals of such
latter documents.
Upon the basis of the foregoing, and subject to the qualifications and
limitations stated herein, I am of the opinion that the Securities constitute
valid and legally binding obligations of the Company and ITT in accordance with
their respective terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
I am a member of the Bar of the State of New York and I do not express any
opinion herein concerning any law other than the law of the State of New York. I
hereby consent to the inclusion of this opinion as an exhibit to the Company's
Current Report on Form 8-K dated November 27, 1995 and Registration Statement on
Form S-3 (File No. 33-63445).
Very truly yours,
/s/ PATRICK L. DONNELLY
PATRICK L. DONNELLY
Assistant General
Counsel
