<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1994.
REGISTRATION NO. 33-13982
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 6
TO
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------
ITT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
Delaware 9999 13-5158950
(STATE OF INCORPORATION) (PRIMARY STANDARD (I.R.S. EMPLOYER
INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
CODE NUMBER)
</TABLE>
1330 AVENUE OF THE AMERICAS, NEW YORK, NY 10019-5490
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number: 212-258-1000
------------------------
GWENN L. CARR, Vice President, Secretary and Associate General Counsel
ITT CORPORATION
1330 Avenue of the Americas
New York, NY 10019-5490
(NAME AND ADDRESS OF AGENT FOR SERVICE)
Agent's telephone number: 212-258-1000
------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G check the following box. / /
------------------------
PURSUANT TO RULE 429 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION,
THE PROSPECTUS CONTAINED HEREIN CONSTITUTES A COMBINED PROSPECTUS RELATING ALSO
TO CERTAIN SECURITIES REGISTERED PURSUANT TO REGISTRATION STATEMENT NOS. 2-47469
AND 2-32128.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
ITT CORPORATION
CROSS REFERENCE SHEET
BETWEEN ITEMS IN FORM S-4 AND PART I OF REGISTRATION STATEMENT
----------------
<TABLE>
<CAPTION>
ITEM
NUMBER CAPTION IN PROSPECTUS
- --- -----------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus.................... Facing page of initial registration
statement; Cross Reference Sheet;
Cover page of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus........................................ Inside front cover page of
Prospectus
3. Risk Factors, Ratio of Earnings to Fixed Charges and
Other Information................................. Cover page of Prospectus;
Incorporation of Certain Documents
by Reference; ITT; Purposes of
Issues; Ratio of Earnings to
Fixed Charges and Preferred
Dividend Requirements; Selected
Financial Data
4. Terms of the Transaction............................ *
5. Pro Forma Financial Information..................... *
6. Material Contracts with the Company Being
Acquired.......................................... *
7. Additional Information Required for Reoffering by
Persons and Parties Deemed to be Underwriters..... *
8. Interests of Named Experts and Counsel.............. Experts
9. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities.................... *
10. Information with Respect to S-3 Registrants......... ITT; Incorporation of Certain Docu-
ments by Reference
11. Incorporation of Certain Information by Reference... Incorporation of Certain Documents
by Reference
12. Information with Respect to S-2 or S-3
Registrants....................................... *
13. Incorporation of Certain Information by Reference... *
14. Information with Respect to Registrants Other Than
S-3 or S-2 Registrants............................ *
15. Information with Respect to S-3 Companies........... *
16. Information with Respect to S-2 or S-3 Companies.... *
17. Information with Respect to Companies Other Than S-3
or S-2 Companies.................................. *
18. Information if Proxies, Consents or Authorizations
are to be Solicited............................... *
19. Information if Proxies, Consents or Authorizations
are not to be Solicited or in an Exchange Offer... *
</TABLE>
- ----------------
* Negative or Not Applicable.
<PAGE> 3
P R O S P E C T U S
ITT CORPORATION
------------------------------
1,258,449 Shares
Common Stock
Par Value $1 per share
and
948,232 Shares
Cumulative Preferred Stock
Without Par Value
------------------------------
This Prospectus relates to 1,258,449 shares of Common Stock, par value $1
per share (the "Common Stock"), of ITT Corporation, a Delaware corporation
("ITT"), and 948,232 shares of Cumulative Preferred Stock, without par value
(the "Preferred Stock"), of ITT which may be issued by ITT from time to time in
exchange for ownership interests in other companies or entities as represented
by shares of capital stock, partnership units or other assets or in exchange for
all or part of the assets and liabilities of other companies or entities. This
Prospectus, as amended or supplemented, may also be used, to the extent
expressly authorized by ITT, by persons who receive Common Stock or Preferred
Stock issued hereunder (the "Selling Stockholders") who wish to offer and sell
such Common Stock (including Common Stock received upon conversion of Preferred
Stock issued hereunder) or Preferred Stock in transactions in which they may be
deemed to be underwriters within the meaning of the Securities Act of 1933, as
amended. Such shares may be so reoffered and sold from time to time at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices relating to the prevailing market prices, or at negotiated prices.
Selling Stockholders may effect such transactions by selling shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from Selling Stockholders or the
purchasers of shares for whom such broker-dealers may act as agent or to whom
they may sell as principal or both. ITT will not receive any part of the
proceeds from the sale by Selling Stockholders of any shares of Common Stock or
Preferred Stock pursuant hereto. See "Purposes of Issues".
On September 21, 1994, the closing price of ITT's Common Stock as reported
in the consolidated transaction reporting system of the New York Stock Exchange
was $80.50.
------------------------------
No person has been authorized to give any information or make any
representations, other than those contained in this Prospectus, in connection
with the offers contained herein and if given or made such information or
representations must not be relied upon as having been authorized by ITT. This
Prospectus does not constitute an offer of any securities other than those to
which it relates, or an offer to sell or a solicitation of an offer to buy those
to which it relates, in any jurisdiction to any person to whom it is unlawful to
make such offer or solicitation in such jurisdiction. The delivery of this
Prospectus at any time does not imply that the information herein is correct as
of any time subsequent to its date.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------
October , 1994
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
PAGE
----
Incorporation of Certain Documents by
Reference.......................... 2
Available Information................ 2
ITT.................................. 3
Purposes of Issues................... 3
Other Information.................... 3
Ratio of Earnings to Fixed Charges
and Preferred Dividend
Requirements....................... 3
Selected Financial Data.............. 4
Experts.............................. 4
</TABLE>
---------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by ITT (File No. 1-5627) with the Securities
and Exchange Commission (the "Commission") are hereby incorporated by reference
in this Prospectus:
(i) Annual Report on Form 10-K for the fiscal year ended December 31,
1993;
(ii) Quarterly Reports on Form 10-Q for the quarterly periods ended March
31 and June 30, 1994;
(iii) Current Report on Form 8-K dated September , 1994;
(iv) Proxy Statement dated March 28, 1994; and
(v) Restated Certificate of Incorporation filed as an exhibit to ITT's
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1993.
All documents filed by ITT with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), subsequent to the date of this Prospectus and prior to the termination of
the offering of the securities covered by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
AVAILABLE INFORMATION
ITT is subject to the informational requirements of the 1934 Act and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the Commission
located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549 and at the regional public reference facilities maintained by the
Commission located at Suite 1400, Northwestern Atrium Center, 500 West Madison
Street, Chicago, IL 60661 and Suite 1300, Seven World Trade Center, New York, NY
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission at prescribed rates. Certain securities of ITT are listed on
the New York and Pacific Stock Exchanges, and such reports, proxy statements and
other information can also be inspected at the offices of such exchanges. This
Prospectus does not contain all the information set forth in the Registration
Statement and Exhibits thereto which ITT has filed with the Commission under the
Securities Act of 1933 and to which reference is hereby made.
---------------------------
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST OF ITT
AT ITS PRINCIPAL EXECUTIVE OFFICES, 1330 AVENUE OF THE AMERICAS, NEW YORK, NY
10019-5490, ATTENTION: CORPORATE SECRETARY (TELEPHONE NUMBER: 212-258-1000). IN
ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY
A DATE THAT IS FIVE BUSINESS DAYS BEFORE THE DATE ON WHICH THE FINAL INVESTMENT
DECISION MUST BE MADE.
2
<PAGE> 5
ITT
ITT Corporation is a Delaware corporation, with World Headquarters at 1330
Avenue of the Americas, New York, NY 10019-5490. Until December 31, 1983, the
corporation was known as International Telephone and Telegraph Corporation. It
is the successor (since 1968) to a Maryland corporation incorporated in 1920.
Unless the context otherwise indicates, references herein to ITT Corporation
("ITT") include its subsidiaries.
ITT is a diversified global enterprise engaged, either directly or through
subsidiaries, in manufacturing and selling automotive, defense and electronics,
and fluid technology products, in providing and selling insurance, financial and
communications and information services, and in hotel operations. In addition,
ITT owns approximately 6% of the outstanding capital shares of Alcatel Alsthom,
a French company which owns, among other things, Alcatel N.V., the largest
telecommunications equipment manufacturer in the world. ITT has approximately
98,000 employees.
PURPOSES OF ISSUES
ITT has offered and expects to offer and issue shares of Common Stock and
Preferred Stock from time to time in exchange for ownership interests in other
companies or entities as represented by shares of capital stock, partnership
units or other assets or in exchange for all or part of the assets and
liabilities of other companies and entities. ITT has not received and does not
expect to receive any cash proceeds (other than working capital of acquired
companies and entities) in connection with any such issuances. ITT may enter
into contracts that provide for future payments to and non-competition
agreements with former owners and key executive personnel of companies and
entities to be acquired.
It is expected that the terms of any acquisition involving the issuance of
any Common Stock or Preferred Stock will be determined by direct negotiations
with the owners or controlling persons of the companies and entities to be
acquired and that such shares will be valued at prices reasonably related to
market prices current at the time the terms of the acquisition are agreed upon
or at the time of closing of the acquisition or delivery of such shares, without
payment of any underwriting discounts or commissions or any finder's fees.
Factors taken into account by ITT in negotiating an acquisition include the
quality and reputation of a business, its management, revenues, earnings and
growth potential and location.
OTHER INFORMATION
Acquisitions involving the issuance of Common Stock and Preferred Stock are
not expected to require approval by any federal or state regulatory bodies. The
rights of dissenting shareholders of any acquired corporation and the federal
income tax consequences for persons involved in any acquisition involving the
issuance of such shares will be determined on a case by case basis for each
acquisition.
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1993 1992* 1991* 1990* 1989*
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Based on earnings from continuing operations................ 2.08 ** 1.48 1.68 1.58
</TABLE>
- ---------------
Notes:
* As restated to exclude Rayonier (a divested subsidiary) now treated as a
"Discontinued Operation."
** Earnings were inadequate to cover total fixed charges and preferred dividend
requirements by $510 million.
For the purpose of these ratios, "earnings" is determined by adding "fixed
charges" (excluding interest capitalized), income taxes, minority common
stockholders equity in net income and amortization of interest capitalized to
income from continuing operations after eliminating equity in undistributed
earnings and adding back losses of companies in which at least 20% but less than
50% equity is owned. For this purpose, "fixed
3
<PAGE> 6
charges" consists of (1) interest on all indebtedness and amortization of debt
discount and expense, (2) interest capitalized, (3) an interest factor
attributable to rentals and (4) preferred stock dividends of an insurance
subsidiary. Preferred dividend requirements represent ITT preferred stock
dividend requirements.
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
1993 1992* 1991* 1990* 1989*
------- ------- ------- ------- -------
(IN MILLIONS EXCEPT PER SHARE)
<S> <C> <C> <C> <C> <C>
RESULTS AND POSITION
Sales and Revenues...................................... $22,762 $22,977 $21,536 $21,680 $20,822
Income (Loss) from Continuing Operations................ $ 910 $ (188) $ 695 $ 903 $ 716
Net Income (Loss)....................................... $ 913 $ (885) $ 749 $ 923 $ 848
Total Assets............................................ $70,560 $68,563 $53,611 $48,704 $45,099
Long-Term Debt --
Excluding Finance subsidiaries........................ $ 2,710 $ 2,686 $ 3,129 $ 2,182 $ 2,234
Finance subsidiaries.................................. $ 6,248 $ 5,888 $ 5,539 $ 4,263 $ 3,822
Stockholders Equity..................................... $ 7,650 $ 7,247 $ 8,721 $ 8,164 $ 7,710
======= ======= ======= ======= =======
EARNINGS (LOSS) PER SHARE
Income (Loss) from Continuing Operations
Primary............................................... $ 7.29 $ (1.85) $ 5.40 $ 6.84 $ 5.02
Fully Diluted......................................... $ 6.87 $ (1.64) $ 5.08 $ 6.41 $ 4.85
Net Income (Loss)
Primary............................................... $ 7.32 $ (7.93) $ 5.84 $ 7.00 $ 5.98
Fully Diluted......................................... $ 6.90 $ (6.90) $ 5.49 $ 6.56 $ 5.76
======= ======= ======= ======= =======
DIVIDENDS DECLARED PER COMMON SHARE..................... $ 1.98 $ 1.84 $ 1.72 $ 1.63 $ 1.51
======= ======= ======= ======= =======
SIGNIFICANT RATIOS**
Return on Sales***...................................... 3.9% (0.7)% 3.4% 4.3% 3.6%
Return on Assets***..................................... 1.3% (0.3)% 1.4% 2.0% 1.8%
Return on Total Capital................................. 6.9% 2.0% 6.5% 7.8% 8.0%
Return on Stockholders Equity........................... 12.3% (3.4)% 8.9% 11.6% 11.0%
Assets to Sales......................................... 305.6% 265.9% 237.5% 216.3% 208.1%
Book Value per Share.................................... $ 58.94 $ 54.63 $ 65.52 $ 60.66 $ 52.59
======= ======= ======= ======= =======
</TABLE>
- ---------------
* As restated (see Notes to Financial Statements).
** Before the cumulative effect of accounting changes in 1992.
*** Excludes effects of Discontinued Operations.
EXPERTS
The audited financial statements incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated by reference in reliance upon
the authority of said firm as experts in accounting and auditing in giving said
report. Reference is made to said report, which includes an explanatory
paragraph with respect to ITT's adoption of new accounting standards promulgated
by the Financial Accounting Standards Board, changing its methods of accounting,
in 1993, for reinsurance of short-duration and long-duration contracts, and,
effective January 1, 1992, for postretirement benefits other than pensions and
postemployment benefits as discussed in the notes to financial statements.
4
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law provides that the Registrant may
indemnify officers and directors who are parties or threatened to be made
parties in actual or threatened lawsuits against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred. Delaware law
further provides that a corporation may purchase indemnification insurance
providing for indemnification of officers and directors whether or not the
corporation would have the power to indemnify them against such liability under
the provisions of the Delaware law. ITT has purchased such insurance.
Reference is made to Article 4 of the By-Laws of ITT filed with ITT's Form
SE dated March 22, 1993 relating to ITT's Form 10-K for the fiscal year ended
December 31, 1992 (File No. 1-5627, CIK No. 216228).
Reference is made to the form of indemnification agreement between ITT and
each of its directors filed with ITT's Form SE dated March 28, 1988 relating to
ITT's Form 10-K for the fiscal year ended December 31, 1987 (File No. 1-5627,
CIK No. 216228).
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See List of Exhibits elsewhere herein.
ITEM 22. UNDERTAKINGS.
(1) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 20 above, or
otherwise (but that term shall not extend to the insurance policies referred to
in said Item 20), the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(2) The undersigned registrant hereby further undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information required to be included
in such post-effective amendment is contained in a periodic report filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by reference;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 and incorporated herein by
reference; and
II-1
<PAGE> 8
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering;
(d) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof;
(e) to respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request;
(f) to supply by means of a post-effective amendment all information
concerning a material transaction, and the company being acquired involved
therein, that was not the subject of and included in the registration
statement when it became effective;
(g) that prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form; and
(h) that every prospectus (i) that is filed pursuant to paragraph (g)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act of 1933 and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part
of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 9
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY AND STATE OF NEW YORK ON THIS 22ND DAY OF SEPTEMBER, 1994.
ITT CORPORATION
By JON F. DANSKI
JON F. DANSKI
SENIOR VICE PRESIDENT
AND CONTROLLER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------- ------------------------------
<C> <S> <C>
RAND V. ARASKOG Chairman, President and Chief )
(PRINCIPAL EXECUTIVE OFFICER) Executive and Director )
)
BETTE B. ANDERSON Director )
) WALTER F. DIEHL, JR.
ROBERT A. BURNETT Director ) WALTER F. DIEHL, JR.
) ATTORNEY-IN-FACT
EDWARD C. MEYER Director )
) September 22, 1994
MARGITA E. WHITE Director )
</TABLE>
Original powers of attorney authorizing Walter F. Diehl, Jr. to sign
amendments to said registration statement on behalf of the above-named directors
and officers have been filed with the Securities and Exchange Commission.
II-3
<PAGE> 10
SIGNATURES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints RICHARD S. WARD, ROBERT W. BEICKE and WALTER F.
DIEHL, JR., and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ---------------------------- -------------------
<C> <S> <C>
ROBERT A. BOWMAN Executive Vice President and September 13, 1994
Chief Financial Officer
NOLAN D. ARCHIBALD Director September 13, 1994
MICHEL DAVID-WEILL Director September 13, 1994
S. PARKER GILBERT Director September 13, 1994
PAUL G. KIRK, JR. Director September 13, 1994
BENJAMIN F. PAYTON Director September 13, 1994
</TABLE>
II-4
<PAGE> 11
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To ITT Corporation:
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-4 of our report dated
February 3, 1994 included in ITT Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993 and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
New York, NY
September 22, 1994
II-5
<PAGE> 12
LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION LOCATION
- ------ -------------------------------------------------------- ---------------------------------
<C> <S> <C>
1 Underwriting agreement.................................. Not applicable.
2 Plan of acquisition, reorganization, arrangement,
liquidation or succession............................. Not applicable.
4 Instruments defining the rights of security holders,
including indentures
(a) Restated Certificate of Incorporation................... Incorporated by reference to
ITT's Form 10-Q for the quarterly
period ended June 30, 1993
(File No. 1-5627).
(b) By-laws................................................. Incorporated by reference to
ITT's Form SE dated March 22,
1993 (CIK No. 216228) relating
to ITT's Form 10-K for the
fiscal year ended December 31,
1992 (File No. 1-5627).
5 Opinion re legality..................................... Incorporated by reference to
Exhibit 6 to Amendment No. 1 to
Registration Statement on Form
S-1 (Registration No. 2-47469)
and Exhibit 6 to Registration
Statement on Form S-1
(Registration No. 2-32128).
8 Opinion re tax matters.................................. Not applicable.
12 Statements re computation of ratios..................... Incorporated by reference to
Exhibit 12 to ITT's Annual Report
on Form 10-K for the year ended
December 31, 1993 (File No.
1-5627).
15 Letter re unaudited interim financial information....... Not applicable.
23(a) Consent of independent auditors......................... See Page II-5.
23(b) Consent of counsel...................................... Incorporated by reference to
Exhibit 6 to Amendment No. 1 to
Registration Statement on Form
S-1 (Registration No. 2-47469)
and Exhibit 6 to Registration
Statement on Form S-1
(Registration No. 2-32128).
24 Power of attorney....................................... Filed as a part of the initial
filing of this Registration
Statement and as a part hereof.
See p. II-3 thereto. See also
page II-4 hereto.
25 Statement of eligibility of Trustee..................... Not applicable.
26 Invitations for competitive bids........................ Not applicable.
27 Financial Data Schedule................................. Not applicable.
28(p) Information from reports furnished to state insurance
regulatory authorities................................ Incorporated by reference to
ITT's Form SE dated March 25,
1994 (CIK No. 216228) relating
to ITT's Form 10-K for the
fiscal year ended December 31,
1993 (File No. 1-5627).
99 Additional Exhibits..................................... Not applicable.
</TABLE>
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