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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 15, 1995
(Date of earliest event reported)
ITT CORPORATION
(formerly known as ITT Destinations, Inc.)
(Exact Name of Registrant as Specified in Charter)
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NEVADA 1-13960 88-0340591
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(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
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code:
(212) 258-1000
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ITEM 5. OTHER EVENTS
On Tuesday, December 19, 1995, ITT Corporation, a Delaware corporation
("ITT"), distributed to its shareholders of record at the close of business on
such date all of the outstanding shares of common stock of the Registrant, then
a wholly owned subsidiary of ITT. In such distribution, holders of common stock
of ITT received one share of the Registrant's common stock for every one share
of ITT common stock held.
In addition, as part of such distribution, on Friday, December 15, 1995,
the Registrant changed its name from ITT Destinations, Inc. to "ITT
Corporation", and on Wednesday, December 20, 1995, ITT reincorporated in Indiana
and changed its name to "ITT Industries, Inc."
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
See Exhibit Index.
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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 CORPORATION
By: /s/ WALTER F. DIEHL, JR.
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Walter F. Diehl, Jr.
Vice President and
Associate General Counsel
Dated: December 22, 1995
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION LOCATION
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1 -- Form of Certificate of Amendment of Articles of
Incorporation of the Registrant in the form filed with
the Secretary of State of Nevada on Friday, December
15, 1995.............................................. Filed Herewith
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EXHIBIT 1
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
ITT DESTINATIONS, INC.
The undersigned, being Executive Vice President and Secretary of ITT
DESTINATIONS, INC., a Nevada corporation, does hereby certify as follows:
1. That on October 10, 1995, the sole Director of the corporation, by
unanimous consent, adopted and consented to the adoption of a resolution setting
forth a proposed amendment to the Articles of Incorporation of the corporation,
as hereinafter set forth, declaring the advisability thereof, and calling a
meeting of the shareholders for the purpose of considering and voting upon the
proposed amendment.
2. Said resolution called for the following amendment to said Articles of
Incorporation:
That the Article FIRST of the Articles of Incorporation of the corporation
is amended in its entirety to read as follows:
ARTICLE FIRST
The name of the corporation is ITT Corporation (the "Corporation").
3. That at a special meeting of the shareholders of the corporation held on
October 10, 1995, the sole shareholder of the corporation adopted and consented
to the adoption of a resolution setting forth the proposed amendment to the
Articles of Incorporation as hereinabove set forth.
4. That the Articles of Incorporation of ITT DESTINATIONS, INC. are hereby
amended as set forth above, and the undersigned makes this certificate pursuant
to Sections 78.385 and 78.390 of the Nevada Revised Statutes.
DATED: November 27, 1995
/s/ Richard S. Ward
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Name: Richard S. Ward
Title: Executive Vice President and
Secretary
