<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1995
REGISTRATION NO. 33-45756
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------------------
ITT INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER;
SUCCESSOR ISSUER TO ITT CORPORATION)
<TABLE>
<S> <C>
INDIANA 13-5158950
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
4 WEST RED OAK LANE
WHITE PLAINS, NEW YORK 10604
(914) 641-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
GWENN L. CARR, VICE PRESIDENT,
ASSOCIATE GENERAL COUNSEL AND SECRETARY
ITT INDUSTRIES, INC.
4 WEST RED OAK LANE
WHITE PLAINS, NEW YORK 10604
(914) 641-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
Copies to:
<TABLE>
<S> <C> <C>
WILLIAM P. ROGERS, JR., ESQ. ROBERT W. BEICKE, ESQ. DAVID P. BICKS, ESQ.
CRAVATH, SWAINE & MOORE ITT INDUSTRIES, INC. LEBOEUF, LAMB, GREENE &
WORLDWIDE PLAZA 4 WEST RED OAK LANE MACRAE, L.L.P.
825 EIGHTH AVENUE WHITE PLAINS, NY 10604 125 WEST 55TH STREET
NEW YORK, NY 10019-7415 NEW YORK, NY 10019-5389
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
investment reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
------------------------
THIS POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE UPON ORDER OF THE COMMISSION PURSUANT TO SECTION 8(C) OF THE
SECURITIES ACT OF 1933.
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<PAGE> 2
EXPLANATORY NOTE
ITT Industries, Inc., an Indiana corporation, files this Post-Effective
Amendment No. 1 to Registration Statement No. 33-45756 (the "Registration
Statement") as the successor issuer to ITT Corporation, a Delaware corporation,
within the meaning of Rule 414 under the Securities Act of 1933 (the "Act"), as
the result of the reincorporation of ITT Corporation in Indiana pursuant to a
statutory merger of ITT Corporation into ITT Industries, Inc. effective December
20, 1995. This occurred in connection with the distribution (the "Distribution")
on December 19, 1995 to the shareholders of ITT Corporation of all the shares of
common stock of ITT Destinations, Inc., a Nevada corporation, and all the shares
of common stock of ITT Hartford Group, Inc., a Delaware corporation, both of
which were wholly-owned subsidiaries of ITT Corporation. Immediately prior to
the Distribution, ITT Destinations, Inc. changed its name to ITT Corporation.
The succession of ITT Industries, Inc. to ITT Corporation was approved at a
Special Meeting of Shareholders of ITT Corporation held on September 21, 1995,
for which proxies were solicited pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (the "1934 Act").
Pursuant to Rule 414(d) under the Act, ITT Industries, Inc., as successor
issuer to ITT Corporation, hereby adopts the Registration Statement as its own
Registration Statement for all purposes of the Act and the 1934 Act. The
Prospectus contained in this Post-Effective Amendment No. 1 to the Registration
Statement sets forth the additional information necessary to reflect any
material changes made in connection with or resulting from such succession, or
necessary to keep the Registration Statement from being misleading in any
material respect.
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
PROSPECTUS
ITT INDUSTRIES, INC.
DEBT SECURITIES AND
WARRANTS TO PURCHASE DEBT SECURITIES
------------------------
ITT Industries, Inc. ("the "Company") may offer or issue from time to time
to or through underwriters, or directly to other purchasers or through agents,
in one or more series, its unsecured debt securities ("Debt Securities") and
warrants ("Warrants") to purchase Debt Securities (the Debt Securities and the
Warrants being herein collectively called the "Securities") for proceeds up to
$398,750,000, or the equivalent thereof if any of the Securities are denominated
in foreign currency or a foreign currency unit. The Debt Securities of each
series will be offered on terms determined at the time of sale. The Debt
Securities and Warrants may be sold for U. S. dollars, foreign currencies or
foreign currency units, and the principal of and any interest on the Debt
Securities may be payable in U. S. dollars, foreign currencies or foreign
currency units. The specific designation, aggregate principal amount, the
currency or currency unit in which the principal and any interest is payable,
the rate (or method of calculation) and the time of payment of any interest,
authorized denominations, maturity, offering price, any redemption terms or
other specific terms of the Securities in respect of which this Prospectus is
being delivered are set forth in the accompanying Prospectus Supplement (the
"Prospectus Supplement"). With regard to the Warrants, if any, in respect of
which this Prospectus is being delivered, the Prospectus Supplement sets forth a
description of the Debt Securities for which each Warrant is exercisable and the
offering price, if any, exercise price, duration, detachability and other terms
of the Warrant.
------------------------
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.
------------------------
The Securities may be sold by the Company directly to purchasers, through
agents or dealers designated from time to time, through underwriting syndicates
led by one or more managing underwriters or through one or more underwriters. If
underwriters or agents are involved in the offering of Securities, the name of
the managing underwriter or underwriters or agents will be set forth in the
Prospectus Supplement. If an underwriter, agent or dealer is involved in the
offering of any Securities, the underwriter's discount, agent's commission or
dealer's purchase price will be set forth in, or may be calculated from, the
Prospectus Supplement, and the net proceeds to the Company from such offering
will be the public offering price of the Securities less such discount in the
case of an underwriter, the purchase price of the Securities less such
commission in the case of an agent or the purchase price of the Securities in
the case of a dealer, and less, in each case, the other expenses of the Company
associated with the issuance and distribution of the Securities.
------------------------
The date of this Prospectus is December , 1995.
<PAGE> 4
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT, AND IF GIVEN OR MADE SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ITT OR
ANY AGENT, UNDERWRITER OR DEALER. THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT
DO 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
AND/OR THE PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company is the successor to ITT Corporation ("ITT"). See "The Company"
below. The following documents filed by ITT or, in the case of item (e) and the
Current Report on Form 8-K dated December 21, 1995 referred to in item (d), by
the Company, with the Securities and Exchange Commission (the "Commission")
(File No. 1-5627) are hereby incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the year ended December 31, 1994;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30, and September 30, 1995;
(c) Proxy Statement for the Special Meeting of Shareholders on
September 21, 1995 (Filed with the Commission on August 28, 1995);
(d) Current Reports on Form 8-K dated February 6, March 31, June 8,
November 7, November 16, and December 21, 1995; and
(e) Form 8-B dated December 20, 1995.
All documents filed by the Company 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.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO EACH PERSON, INCLUDING ANY
BENEFICIAL HOLDER, TO WHOM THIS PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR
ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS
INCORPORATED HEREIN BY REFERENCE (OTHER THAN CERTAIN EXHIBITS TO SUCH
DOCUMENTS). SUCH REQUESTS SHOULD BE DIRECTED TO THE COMPANY AT ITS PRINCIPAL
EXECUTIVE OFFICES, 4 WEST RED OAK LANE, WHITE PLAINS, NY 10604, ATTENTION:
CORPORATE SECRETARY (TELEPHONE NUMBER 914-641-2000).
AVAILABLE INFORMATION
The Company 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 Section of the
Commission located at Judiciary Plaza, 450 5th Street, N.W., Room 1024,
Washington, DC 20549 and at regional public reference facilities maintained by
the Commission located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, IL 60661-2511; and 7 World Trade Center, 13th Floor, 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 the Company 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 originally filed with the
Commission under the Securities Act of 1933 (the "Act"); such Registration
Statement and Exhibits thereto have been adopted by the Company for all purposes
of the Act and the 1934 Act, and reference thereto is hereby made.
2
<PAGE> 5
THE COMPANY
ITT Industries, Inc. (the "Company") is an Indiana corporation with
principal executive offices at 4 West Red Oak Lane, White Plains, NY 10604.
Effective December 20, 1995, the Company became the successor to ITT
Corporation, a Delaware corporation ("ITT"), pursuant to a statutory merger.
This occurred in connection with the distribution (the "Distribution") on
December 19, 1995, to shareholders of ITT of all the shares of common stock of
ITT Destinations, Inc., a Nevada corporation, and all the shares of common stock
of ITT Hartford Group, Inc., a Delaware corporation, both of which were
wholly-owned subsidiaries of ITT. Immediately prior to the Distribution, ITT
Destinations, Inc. changed its name to ITT Corporation. The Distribution
separated ITT into three publicly owned companies.
The Company continues to conduct the automotive, defense and electronics,
and fluid technology businesses of ITT. The Company is engaged, directly and
through its subsidiaries, in the design and manufacture of a wide range of high
technology products, focused in these three principal business segments. Unless
the context otherwise indicates, references herein to the Company include its
subsidiaries.
The Securities covered by this Prospectus will be solely the obligations of
the Company.
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be added to the
general funds of the Company and be used for its general corporate purposes
including, but not limited to, the repayment of commercial paper borrowings,
loans under bank credit agreements and other short-term debt, and the funding
and refunding of investments in or extensions of credit to existing or future
subsidiaries. Except as may be indicated in the Prospectus Supplement, no
specific determination has been made as to the use of the proceeds of the
Securities in respect of which this Prospectus is being delivered.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, ------------------------------------------------
1995 1994 1993 1992 1991 1990
- ---------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
1.57(1) 3.40 2.05 5.27 1.99 5.31
</TABLE>
- ---------------
(1) Includes after-tax provisions of $111 million for the expected losses on the
disposals of ITT Semiconductors and ITT Community Development Corporation.
Excluding these provisions, the ratio was 2.66.
The ratios of earnings to fixed charges for the Company set forth above
reflect the businesses of ITT Destinations, Inc. and ITT Hartford Group, Inc. as
discontinued operations for all periods presented. These computations include
the operations of ITT and its subsidiaries, and 50% or less equity companies,
being continued by the Company. 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 of companies in which at least 20% but less
than 50% equity is owned. For this purpose, "fixed charges" consists of (1)
interest on all indebtedness and amortization of debt discount and expense, (2)
interest capitalized and (3) an interest factor attributable to rentals.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will constitute unsecured general obligations of the
Company and will be issued under one of the indentures described below (each an
"Indenture"), in each case between the Company and a banking institution
organized under the laws of the United States of America or of any State thereof
(each a "Trustee"). The following summary of certain provisions of the Indenture
does not purport to be complete and is qualified in its entirety by reference to
the applicable Indenture, a copy of which is filed as an exhibit to the
Registration Statement. All article and section references appearing herein are
to articles and sections of the applicable Indenture, and all capitalized terms
have the meanings specified in the Indenture.
3
<PAGE> 6
GENERAL
None of the Indentures limits the amount of Debt Securities which may be
issued thereunder. Each Indenture provides that Debt Securities may be issued
thereunder up to the aggregate principal amount which may be authorized from
time to time by the Company and may be denominated in any currency or currency
unit designated by the Company. Reference is made to the Prospectus Supplement
which accompanies this Prospectus for the following terms and other information
with respect to the Debt Securities being offered thereby: (1) the title of the
Debt Securities; (2) the designation, aggregate principal amount and authorized
denominations of such Debt Securities; (3) the percentage of their principal
amount at which such Debt Securities will be issued; (4) the currency,
currencies or currency units for which the Debt Securities may be purchased and
the currency, currencies or currency units in which the principal of and any
interest on such Debt Securities may be payable; (5) the date on which such Debt
Securities will mature; (6) the rate per annum at which such Debt Securities
will bear interest, if any, or the method of determination of such rate; (7) the
dates on which such interest, if any, will be payable and the record dates for
such payment dates; (8) the Trustee under the Indenture pursuant to which the
Debt Securities are to be issued; (9) whether the Debt Securities are to be
issued in the form of one or more global securities representing all Debt
Securities of that series (each a "Global Security") and, if so, the identity of
a depositary (the "Depositary") for such Global Security or Securities; and (10)
any redemption terms or other specific terms.
If any of the Securities are sold for foreign currencies or foreign
currency units or if the principal of or any interest on any series of Debt
Securities is payable in foreign currencies or foreign currency units, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such issue of Securities and such currencies or currency units
will be set forth in the Prospectus Supplement relating thereto.
The Debt Securities may be issued in fully registered form without coupons
("Fully Registered Securities"), or in a form registered as to principal only
with coupons or in bearer form with coupons. Unless otherwise specified in the
Prospectus Supplement, the Debt Securities will be only Fully Registered
Securities. In addition, Debt Securities of a series may be issuable in the form
of one or more Global Securities, which will be denominated in an amount equal
to all or a portion of the aggregate principal amount of such Debt Securities.
See "Global Securities" below. (Sections 3.1., 3.2.)
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. Federal income tax
consequences and other special considerations applicable to any such series will
be described in the Prospectus Supplement relating thereto.
CERTAIN COVENANTS OF THE COMPANY
None of the Indentures will require the Company to maintain any Domestic
Subsidiaries. Accordingly, if the Company elects not to maintain any Domestic
Subsidiaries, none of the Indentures will provide any limitations on the
activity of any subsidiary of the Company. However, each Indenture will contain
certain provisions applicable to any companies maintained as Domestic
Subsidiaries, and such provisions are described below.
Definition of Domestic Subsidiary. The term "Domestic Subsidiary" will be
defined in each Indenture to mean any subsidiary which is neither a Foreign
Subsidiary nor an Unrestricted Subsidiary. "Foreign Subsidiary" will be defined
to mean any subsidiary substantially all of the operating assets of which are
located, or substantially all of the business of which is carried on, outside
the United States of America and its territories and possessions, but such term
shall not include any subsidiary incorporated under the laws of any state of the
United States, substantially all of the assets of which consist of securities of
other subsidiaries. (Section 1.1.)
Definitions of Restricted Subsidiary and Unrestricted Subsidiary. The term
"Restricted Subsidiary" will be defined in each Indenture to mean any subsidiary
other than an Unrestricted Subsidiary; and the term "Unrestricted Subsidiary"
will be defined to mean any subsidiary less than 50% of the voting stock of
which is
4
<PAGE> 7
owned directly by the Company and/or one or more Restricted Subsidiaries, and
any subsidiary designated as an Unrestricted Subsidiary by the Board of
Directors of the Company. A Restricted Subsidiary may at any time be designated
as an Unrestricted Subsidiary, and an Unrestricted Subsidiary's designation as
such may at any time be rescinded by the Board of Directors of the Company, and
any subsidiary may be the subject of a series of such designations and
rescissions thereof, without limitation, except that: (i) a subsidiary may not
become an Unrestricted Subsidiary if, upon the effectiveness thereof, it would
own any capital stock of, or hold any indebtedness of, any Restricted
Subsidiary; and (ii) an Unrestricted Subsidiary may not become a Restricted
Subsidiary unless such subsidiary has outstanding no lien upon its property
which such subsidiary would be prohibited, under the restriction on liens
described below, from creating immediately after it becomes a Restricted
Subsidiary and, with certain exceptions, such subsidiary is not a party to any
lease which it would have been prohibited, under the restriction on sale and
lease-back transactions described below, from entering into had it been a
Restricted Subsidiary at the time it entered into such lease. (Section 1.1.)
Definition of Consolidated Net Tangible Assets. The term "Consolidated Net
Tangible Assets" will be defined in each Indenture to mean the total of all
assets appearing on a consolidated balance sheet of the Company and its Domestic
Subsidiaries prepared in accordance with generally accepted accounting
principles as of a date not more than 90 days prior to the date as of which
Consolidated Net Tangible Assets are to be determined, but excluding (i) the
book amount of all segregated intangible assets, (ii) all depreciation,
valuation and other reserves, (iii) current liabilities, (iv) any minority
interest in the stock and surplus of Domestic Subsidiaries, (v) investments in
subsidiaries which are not Domestic Subsidiaries, (vi) deferred income and
deferred liabilities, and (vii) other items deductible under generally accepted
accounting principles. (Section 1.1.)
Sale and Lease-Back. Each Indenture will provide that neither the Company
nor any Domestic Subsidiary may enter into any sale and lease-back transaction
(except for temporary leases of a term of not more than three years and except
for leases between the Company and a Domestic Subsidiary or between Domestic
Subsidiaries) involving the leasing by the Company or any Domestic Subsidiary of
any Principal Property, more than 120 days after the acquisition thereof or the
completion of construction and commencement of full operation thereof, unless
either (i) the Company applies an amount equal to the greater of the fair value
(as determined by the Board of Directors of the Company) of such property or the
net proceeds of such sale, within 120 days, to the retirement of Debt Securities
or other indebtedness ranking on a parity with the Debt Securities, or to the
acquisition, construction, development or improvement of properties, facilities
or equipment used for operating purposes which are, or upon such acquisition,
construction, development or improvement will be, a Principal Property or a part
thereof, or (ii) at the time of entering into such transaction, such Principal
Property could have been subjected to a mortgage securing indebtedness in a
principal amount equal to the Capitalized Lease-Back Obligation (as defined)
with respect to such Principal Property under clause (1) of the provision for
limitations on liens referred to below without securing the Debt Securities as
contemplated by that provision. (Section 4.5.)
The term "Capitalized Lease-Back Obligation" will be defined in each
Indenture to mean the total net rental obligations of the Company or a Domestic
Subsidiary under any lease entered into as part of a sale and lease-back
transaction involving a Principal Property discounted to present value at the
rate of 9% per annum. The term "Principal Property" will be defined in each
Indenture to mean any single manufacturing or processing facility owned by the
Company or any Domestic Subsidiary having a gross book value in excess of 2% of
Consolidated Net Tangible Assets, except any such facility or portion thereof
which the Board of Directors of the Company by resolution declares is not of
material importance to the total business conducted by the Company and its
Domestic Subsidiaries as an entirety. (Section 1.1.)
Liens. Each Indenture will prohibit the Company and its Domestic
Subsidiaries from creating any mortgages or other liens upon any Principal
Property (without securing the Debt Securities equally and ratably with all
other indebtedness secured thereby), with the following exceptions: (a)
mortgages or other liens on any such property acquired, constructed or improved
by the Company or a Domestic Subsidiary to secure or provide for the payment of
any part of the purchase price of such property or the cost of such construction
or improvement, or any mortgage or other lien on any such property existing at
the time of acquisition thereof; (b) any mortgage or other lien on any property
of another company existing at the time it
5
<PAGE> 8
is acquired by merger, consolidation or acquisition of substantially all of its
stock or its assets; (c) pledges or deposits to secure payment of workers'
compensation or insurance premiums, or relating to tenders, bids, contracts
(except contracts for the payment of money) or leases; (d) pledges or liens in
connection with tax assessments or other governmental charges, or as security
required by law or governmental regulation as a condition to the transaction of
any business or the exercise of any privilege or right; (e) pledges or liens to
secure a stay of process in proceedings to enforce a contested liability, or
required in connection with the institution of legal proceedings or in
connection with any other order or decree in any such proceeding or in
connection with any contest of any tax or other governmental charge, or deposits
with a governmental agency entitling the Company or a Domestic Subsidiary to
maintain self-insurance or to participate in other specified insurance
arrangements; (f) mechanics', carriers', workmen's and other like liens; (g)
encumbrances in favor of the U. S. Government to secure progress or advance
payments; (h) mortgages, pledges or other liens securing any indebtedness
incurred to finance the cost of property leased to the U. S. Government at a
rental sufficient to pay the principal of and interest on such indebtedness; (i)
mortgages or other liens securing indebtedness of a Domestic Subsidiary to the
Company or to a Domestic Subsidiary; (j) mortgages, pledges or other liens
affecting property securing indebtedness of a governmental authority issued to
finance the cost of a pollution control program with respect to operations of
the Company or a Domestic Subsidiary; (k) renewals and extensions of any
permitted mortgage, lien, deposit or encumbrance, provided the amount secured is
not increased; and (l) the creation of any other mortgage, pledge or other lien,
if, after giving effect to the creation thereof, the total of (i) the aggregate
principal amount of indebtedness of the Company and its Domestic Subsidiaries
secured by all mortgages, pledges or other liens created under the provisions
referred to in this clause (i), plus (ii) the aggregate amount of Capitalized
Lease-Back Obligations of the Company and its Domestic Subsidiaries under the
entire unexpired terms of all leases entered into in connection with sale and
lease-back transactions which would have been precluded by the provision for
limitations on such transactions described above but for the satisfaction of the
condition referred to in clause (ii) of the description of such provision, will
not exceed an amount equal to 5% of Consolidated Net Tangible Assets (as
defined).
The lease of any property and rental obligations thereunder (whether or not
involving a sale and leaseback and whether or not capitalized) shall not be
deemed to create a lien. The sale or other transfer of (a) timber or other
natural resources in place for a period of time until, or in an amount such
that, the purchaser will realize therefrom a specified amount of money (however
determined) or a specified amount of such resources, or (b) any other interest
in property of the character commonly referred to as a "production payment",
shall not be deemed to create a lien. (Section 4.6.)
MODIFICATION OF INDENTURE
Each applicable Indenture, the rights and obligations of the Company
thereunder and the rights of the Holders thereunder may be modified with respect
to one or more series of Debt Securities issued under such Indenture with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Outstanding Debt Securities of each such series (including Debt
Securities of each such series issuable upon exercise of unexpired Warrants)
affected by the modification or amendment. No modification of the terms of
payment of principal or interest, and no modification reducing the percentage
required for modifications, is effective against any Holder without his consent.
For the purpose of these provisions solely a holder of an unexpired Warrant
shall be deemed to be the Holder of the principal amount of Debt Securities
issuable upon exercise of such Warrant. (Section 10.2.)
EVENTS OF DEFAULT
Except as may otherwise be set forth in such Prospectus Supplement, each
Indenture provides that the following are Events of Default thereunder with
respect to any series of Debt Securities issued thereunder: (i) default in the
payment of the principal of (or premium, if any, on) any Debt Security of such
series when and as the same shall be due and payable; (ii) default in the
deposit of a sinking fund payment, if any, when and as the same shall be due and
payable by the terms of the Debt Securities of such series; (iii) default for 30
days in the payment of any installment of interest on any Debt Security of such
series; (iv) default for 60 days after notice in the performance of any other
covenant in respect of the Debt Securities of such series
6
<PAGE> 9
contained in such Indenture; (v) acceleration of certain debt instruments of the
Company, which acceleration shall not have been rescinded or annulled within 30
days after notice; (vi) certain events in bankruptcy, insolvency or
reorganization of the Company; or (vii) any other Event of Default provided in
the applicable Board Resolution or supplemental indenture under which such
series of Debt Securities is issued. (Section 6.1.) An Event of Default with
respect to a particular series of Debt Securities issued under an Indenture does
not necessarily constitute an Event of Default with respect to any other series
of Debt Securities issued under such Indenture. The applicable Trustee may
withhold notice to the Holders of any series of Debt Securities of any default
with respect to such series (except in the payment of principal or interest) if
it considers such withholding in the interests of such Holders. (Section 6.11.)
If an Event of Default with respect to any series of Debt Securities shall
have occurred and be continuing, the applicable Trustee or the Holders of not
less than 25% in aggregate principal amount of the Debt Securities of such
series may declare the principal, or in the case of discounted Debt Securities,
such portion thereof as may be described in the Prospectus Supplement
accompanying this Prospectus, of all the Debt Securities of such series to be
due and payable immediately, provided, however, that, subject to certain
conditions, any such declaration and its consequences may be rescinded and
annulled by the Holders of not less than a majority in aggregate principal
amount of the Debt Securities of such series. (Section 6.1.)
Each Indenture will require the annual filing by the Company with the
applicable Trustee of a certificate, signed by a specified officer, stating
whether or not such officer has obtained knowledge of any default by the Company
in the performance, observance or fulfillment of any condition or covenant of
such Indenture, and, if so, specifying each such default and the nature thereof.
(Section 4.7.)
Subject to provisions relating to its duties in case of default, a Trustee
shall be under no obligation to exercise any of its rights or powers under the
applicable Indenture at the request, order or direction of any Holders, unless
such Holders shall have offered to such Trustee reasonable indemnity. (Section
7.2.) Subject to such provisions for indemnification, the Holders of a majority
in principal amount of the Debt Securities of any series may direct the time,
method and place of conducting any proceeding or any remedy available to the
appropriate Trustee, or exercising any trust or power conferred upon such
Trustee, with respect to the Debt Securities of such series. (Section 6.9.)
PAYMENT AND TRANSFER
Principal of, premium, if any, and interest, if any, on Fully Registered
Securities are to be payable at the place or places designated by the Company
for such purposes, provided that payment of interest, if any, may be made at the
option of the Company by check mailed to the persons in whose names such
Securities are registered at the close of business on the day or days specified
in the Prospectus Supplement accompanying this Prospectus. The principal of,
premium, if any, and interest, if any, on Debt Securities in other forms will be
payable in such manner and at such place or places as may be designated by the
Company and specified in the applicable Prospectus Supplement. (Section 3.1.,
4.1., 4.2.)
Fully Registered Securities may be transferred or exchanged at the
Corporate Trust Office of the Trustee under the applicable Indenture or at any
other office or agency maintained by the Company for such purposes, subject to
the limitations in the Indenture, without the payment of any service charge
except for any tax or governmental charge incidental thereto. Provisions with
respect to the transfer and exchange of Debt Securities in other forms will be
set forth in the applicable Prospectus Supplement. (Section 3.1., 3.6.)
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, the Depositary identified in the Prospectus Supplement relating to such
series. Unless and until it is exchanged in whole or in part for Debt Securities
in definitive form, a Global Security may not be transferred except as a whole
to a nominee of the Depositary for such Global Security, or by a nominee of such
Depositary to such Depositary, or to a successor of such Depositary or a nominee
of such successor. (Section 2.4.)
7
<PAGE> 10
The specific terms of the depositary arrangement with respect to any series
of Debt Securities and the rights of and limitations on owners of beneficial
interests in a Global Security representing all or a portion of a series of Debt
Securities will be described in the Prospectus Supplement relating to such
series.
DEFEASANCE
Except as may otherwise be provided in the applicable Prospectus Supplement
with respect to the Securities of any series (Section 3.1), each Indenture
provides that the Company shall be discharged from its obligations under the
Securities of a series at any time prior to the Stated Maturity or redemption
thereof when (a) the Company has irrevocably deposited with the Trustee, in
trust, (i) sufficient funds in the currency or currency unit in which the
Securities are denominated to pay the principal of (and premium, if any), and
interest to Stated Maturity (or redemption) on, the Securities of such series,
or (ii) such amount of direct obligations of, or obligations the principal of
and interest on which are fully guaranteed by, the government which issued the
currency in which the Securities are denominated, and which are not subject to
prepayment, redemption or call, as will, together with the predetermined and
certain income to accrue thereon without consideration of any reinvestment
thereof, be sufficient to pay when due the principal of (and premium, if any),
and interest to Stated Maturity (or redemption) on, the Securities of such
series, and (b) the Company has paid all other sums payable with respect to the
Securities of such series. Upon such discharge, the Holders of the Securities of
such series shall no longer be entitled to the benefits of the Indenture, except
for the purposes of registration of transfer and exchange of the Securities of
such series, and replacement of lost, stolen or mutilated Securities, and shall
look only to such deposited funds or obligations for payment. (Section 12.1. and
12.3.)
Under federal income tax law as of the date of this Prospectus, such
deposit and discharge may be treated as an exchange of the related Securities.
As a consequence, each Holder of such Securities might be required to recognize
gain or loss equal to the difference between the Holder's cost or other tax
basis for the Securities and the value of the Holder's interest in the trust.
Such Holders thereafter might be required to include in income a different
amount than would be includable in the absence of the discharge. Prospective
investors are urged to consult their own tax advisers as to the specific
consequences of such a deposit and discharge, including the applicability and
effect of tax laws other than the federal income tax law.
CONCERNING THE TRUSTEE
Business and other relationships (including other trusteeships) between the
Company and its subsidiaries and each Trustee under any Indenture pursuant to
which any of the Debt Securities to which the Prospectus Supplement accompanying
this Prospectus relates are described in such Prospectus Supplement.
DESCRIPTION OF WARRANTS
The following statements with respect to the Warrants are summaries of, and
subject to, the detailed provisions of one or more separate Warrant Agreements
(each a "Warrant Agreement"), in each case between the Company and a banking
institution organized under the laws of the Unites States of America or any
State thereof, as Warrant Agent (each a "Warrant Agent"), a form of which is
filed as an exhibit to the Registration Statement.
GENERAL
The Warrants, whether evidenced by Warrant Certificates (the "Warrant
Certificates") or not so evidenced, may be issued under a Warrant Agreement
independently or together with any Debt Securities offered by any Prospectus
Supplement and may be attached to or separate from such Debt Securities. If
Warrants are offered, the Prospectus Supplement will describe the terms of the
Warrants, including the following: (i) the offering price, if any; (ii) the
designation, aggregate principal amount, and terms of the Securities purchasable
upon exercise of the Warrants; (iii) if applicable, the designation and terms of
the Debt Securities with which the Warrants are issued and the number of
Warrants issued with each such Debt Security; (iv) if applicable, the date on
and after which the Warrants and the related Debt Securities will
8
<PAGE> 11
be separately transferable; (v) the principal amount of Debt Securities
purchasable upon exercise of one Warrant and the price at which such principal
amount of Debt Securities may be purchased upon such exercise; (vi) the date on
which the right to exercise the Warrants shall commence and the date on which
such right shall expire; (vii) federal income tax consequences; (viii) whether
the Warrants represented by the Warrant Certificates will be issued in
registered or bearer form; (ix) whether the Warrants will be issued in
certificated or uncertificated form; and (x) any other terms of the Warrants.
Warrant Certificates, if any, may be exchanged for new Warrant Certificates
of different denominations and may (if in registered form) be presented for
registration of transfer at the corporate trust office of the Warrant Agent or
any Co-Warrant Agent, which will be listed in the Prospectus Supplement, or at
such other office as may be set forth therein. Warrantholders do not have any of
the rights of holders of Debt Securities (except to the extent that the consent
of Warrantholders may be required for certain modifications of the terms of the
Indenture and the series of Debt Securities issuable upon exercise of the
Warrants) and are not entitled to payments of principal, premium, if any, or
interest, if any, on such Debt Securities.
EXERCISE OF WARRANTS
Warrants may be exercised by surrendering the Warrant Certificate, if any,
at the corporate trust office of the Warrant Agent or at the corporate trust
office of the Co-Warrant Agent, if any, with the form of election to purchase on
the reverse side of the Warrant Certificate, if any, properly completed and
executed, and by payment in full of the exercise price, as set forth in the
Prospectus Supplement. Upon exercise of Warrants, the Warrant Agent or
Co-Warrant Agent, if any, will, as soon as practicable, deliver the Debt
Securities in authorized denominations in accordance with the instructions of
the exercising Warrantholder and at the sole cost and risk of such holder. If
less than all of the Warrants evidenced by the Warrant Certificate, if any, are
exercised, a new Warrant Certificate will be issued, if sufficient time exists
prior to the expiration of the exercise period, for the remaining amount of
Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Securities (i) through underwriters or dealers;
(ii) directly to one or more purchasers; or (iii) through agents. The Prospectus
Supplement with respect to the Securities being offered thereby sets forth the
terms of the offering of such Securities, including the name or names of any
underwriters, the purchase price of such Securities and the proceeds to the
Company from such sale, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers, and any securities exchange
on which such Securities may be listed. Only underwriters so named in the
Prospectus Supplement are deemed to be underwriters in connection with the
Securities offered thereby.
If underwriters are used in the sale, the Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase such Securities will be subject to
certain conditions precedent, and the underwriters will be obligated to purchase
all the Securities of the series offered by the Prospectus Supplement if any of
such Securities are purchased. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
Securities may also be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offering
and sale of the Securities in respect of which this Prospectus is delivered is
named, and any commissions payable by the Company to such agent are set forth,
in the Prospectus Supplement. Unless otherwise indicated in the Prospectus
Supplement, any such agent is acting on a best efforts basis for the period of
its appointment.
As one of the means of direct issuance of the Securities, the Company may
utilize the services of another entity to conduct an electronic "Dutch Auction"
of the Securities among potential purchasers who are eligible to participate in
the auction of such Securities, as described in the Prospectus Supplement.
9
<PAGE> 12
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain institutional
investors to purchase Securities providing for payment and delivery on a future
date specified in the Prospectus Supplement. There may be limitations on the
minimum amount which may be purchased by any such institutional investor or on
the portion of the aggregate principal amount of the particular Securities which
may be sold pursuant to such arrangements. Institutional investors to which such
offers may be made, when authorized, include commercial and savings banks,
insurance companies, pension funds, investment companies, education and
charitable institutions and such other institutions as may be approved by the
Company. The obligations of any such purchasers pursuant to such delayed
delivery and payment arrangements will not be subject to any conditions except
(i) the purchase by an institution of the particular Securities shall not at any
time of delivery be prohibited under the laws of any jurisdiction in the United
States to which such institution is subject, and (ii) if the particular
Securities are being sold to underwriters, the Company shall have sold to such
underwriters the total principal amount of such Securities less the principal
amount thereof covered by such arrangements. Underwriters will not have any
responsibility in respect of the validity of such arrangements or the
performance of the Company or such institutional investors thereunder.
Underwriters, dealers and agents that participate in the distribution of
Securities may be deemed to be underwriters, and any discounts or commissions
received by them from the Company and any profit on the resale of Securities by
them may be deemed to be underwriting discounts and commissions, under the
Securities Act of 1933 (the "Act"). Under agreements which may be entered into
by the Company, underwriters, dealers and agents who participate in the
distribution of Securities may be entitled to indemnification by the Company
against certain civil liabilities, including liabilities under the Act, or to
contribution with respect to payments which the underwriters, dealers or agents
may be required to make with respect thereof. Underwriters, dealers and agents
may engage in transactions with, or perform services for, the Company or its
subsidiaries in the ordinary course of their respective businesses.
LEGAL OPINIONS
The legality of the Securities offered hereby will be passed upon for the
Company by Vincent A. Maffeo, Esq., its Senior Vice President and General
Counsel, or such other attorney of the Company as the Company may designate, and
for the Underwriters by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth
Avenue, New York, NY. Mr. Maffeo has an interest in certain securities of the
Company. Cravath, Swaine & Moore acts from time to time as legal counsel to the
Company on various matters including the Distribution.
EXPERTS
The audited financial statements and schedules 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
reports with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
10
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 23-1-37-8 and Section 23-1-37-13 of the Indiana Business
Corporation Law ("IBCL") provide that the Registrant may indemnify any
individual made a party to a proceeding (including a proceeding by or in the
right of the Registrant) because the individual is or was a director, officer,
employee or agent of the Registrant against liability incurred in the proceeding
if the individual acted in good faith and reasonably believed (i) in the case of
conduct in the individual's official capacity with the Registrant, that the
individual's conduct was in the Registrant's best interests and (ii) in all
other cases, that the individual's conduct was at least not opposed to the
Registrant's best interests. In the case of any criminal proceeding, the
individual must have had either reasonable cause to believe the conduct was
lawful or no reasonable cause to believe that it was unlawful. The Registrant's
By-laws provide for the above indemnification of directors and officers.
Reference is made to the Registrant's By-laws filed with the Registrant's Form
8-B dated December 20, 1995. In addition, Section 23-1-37-9 and Section
23-1-37-13 provide that the Registrant, unless limited by its articles of
incorporation, must indemnify a director or officer who was wholly successful in
the defense of any proceeding to which the director or officer was a party
because the director or officer is or was a director or officer of the
Registrant against reasonable expenses incurred by the director or officer in
connection with the proceeding. Registrant's Articles of Incorporation do not
limit the indemnification provided by the IBCL. Reference is made to
Registrant's Articles of Incorporation filed with Registrant's Form 8-B dated
December 20, 1995.
The Registrant also has provided liability insurance for the directors and
officers for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers and has entered into,
or expects to enter into, an indemnification agreement with each of its
directors. Under its form of indemnification agreement, the Registrant agrees to
indemnify its directors against all expenses, liabilities or losses incurred by
the directors in their capacity as such: (i) to the fullest extent permitted by
applicable law; (ii) as provided in the By-laws of the Registrant as in effect
on the date of such agreement; and (iii) in the event the Registrant does not
maintain the aforementioned insurance or comparable coverage, to the full extent
provided in the applicable policies as in effect on the date of such agreement
(the Registrant's obligations described in (ii) and (iii) being subject to
certain exceptions).
Any underwriters, dealers or agents who execute any of the underwriting,
selling or other distribution agreements referred to in Exhibit 1 to this
Registration Statement will agree to indemnify the Registrant's directors and
its officers who signed the Registration Statement against certain liabilities
which might arise under the Act from information furnished to the Registrant by
or on behalf of any such indemnifying party.
ITEM 16. EXHIBITS.
See Exhibit Index elsewhere herein.
II-1
<PAGE> 14
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WHITE PLAINS AND STATE OF
NEW YORK ON THIS 20TH DAY OF DECEMBER, 1995.
ITT Industries, Inc.
By: /S/ RICHARD J. M. HAMILTON
------------------------------------
Richard J. M. Hamilton
Senior Vice President and Controller
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints VINCENT A. MAFFEO, GWEN L. CARR and ROBERT W.
BEICKE, 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 such 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
POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY
THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- ------------------
<S> <C> <C>
/s/ D. TRAVIS ENGEN Chairman, President and December 20, 1995
- --------------------------------------------- Chief Executive Officer and
D. Travis Engen Director
(Principal Executive Officer)
/s/ HEIDI KUNZ Senior Vice President and December 20, 1995
- --------------------------------------------- Chief Financial Officer
Heidi Kunz
(Principal Financial Officer)
/s/ RAND V. ARASKOG Director December 20, 1995
- ---------------------------------------------
Rand V. Araskog
/s/ ROBERT A. BURNETT Director December 20, 1995
- ---------------------------------------------
Robert A. Burnett
/s/ MICHEL DAVID-WEILL Director December 20, 1995
- ---------------------------------------------
Michel David-Weill
</TABLE>
II-2
<PAGE> 15
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- ------------------
<S> <C> <C>
/s/ S. PARKER GILBERT Director December 20, 1995
- ---------------------------------------------
S. Parker Gilbert
/s/ EDWARD C. MEYER Director December 20, 1995
- ---------------------------------------------
Edward C. Meyer
</TABLE>
II-3
<PAGE> 16
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To ITT Industries, Inc.:
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 of our report dated June
13, 1995 on the consolidated financial statements of ITT Corporation (renamed
ITT Industries, Inc.) and subsidiaries included in ITT Corporation's Proxy
Statement for the Special Meeting of Stockholders on September 21, 1995 and to
all references to our firm included in or made a part of this Registration
Statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Stamford, CT
December 20, 1995
II-4
<PAGE> 17
EXHIBIT INDEX
All references to "ITT" in this index refer to ITT Corporation, predecessor
issuer to ITT Industries, Inc. ("the Registrant").
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION LOCATION
- ------ ------------------------------------------------ ----------------------------
<C> <S> <C>
1 Form of Underwriting Agreement for dollar
denominated Securities to be distributed in
the United States. ((i) An Underwriting
Agreement relating to securities to be
distributed outside the United States or for
Securities denominated in foreign currencies
or foreign currency units, (ii) any Selling
Agency or Distribution Agreement with any
Agent, or (iii) any Auction Agreement will be
filed as an exhibit to a Current Report on
Form 8-K and incorporated herein by
reference).................................... Incorporated by reference to
Exhibit 1 to ITT's
Registration Statement on
Form S-3, Registration No.
33-37894.
</TABLE>
<TABLE>
<C> <S> <C>
2 Agreement and Plan of Merger dated as of
November 1, 1995 between ITT and ITT Indiana,
Inc. (n/k/a ITT Industries, Inc.)............. Incorporated by reference to
exhibit A to the
Registrant's Form 8-B
dated December 20, 1995
(CIK No. 216228, File No.
1-5627).
4(a) ITT Corporation Standard Multiple-Series
Indenture Provisions dated and filed with the
Securities Exchange Commission on November 21,
1990.......................................... Incorporated by reference to
Exhibit 4(a) to ITT's Re-
gistration Statement on
Form S-3, Registration No.
33-37894.
4(b) Form of Indenture to be dated as of December 28,
1990 between ITT and BankAmerica Trust Company
of New York, as Trustee, with respect to the
Debt Securities. The form or forms of such
Debt Securities with respect to each
particular offering will be filed as an
exhibit to a Current Report on Form 8-K and
incorporated herein by reference.............. Incorporated by reference to
Exhibit 4(b) to ITT's Re-
gistration Statement on
Form S-3, Registration No.
33-37894.
4(b)(i) Form of First Supplemental Indenture dated as of
December 20, 1995 to indenture filed as
exhibit 4(b) providing for succession by
Registrant.................................... Filed herewith.
</TABLE>
II-5
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION LOCATION
- ------ ------------------------------------------------ ----------------------------
<C> <S> <C>
4(c) Form of Indenture dated as of May 1, 1992
between ITT and The First National Bank of
Chicago, as Trustee, with respect to the Debt
Securities. The form or forms of such Debt
Securities with respect to each particular
offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated
herein by reference........................... Previously filed.
4(c)(i) Form of First Supplemental Indenture dated as of
November 1, 1995 to indenture filed as exhibit
4(c) providing for succession by Registrant... Filed herewith.
4(d) Form of Indenture dated as of May 1, 1992
between ITT and Morgan Guaranty Trust Company
of New York, as Trustee, with respect to the
Debt Securities. The form or forms of such
Debt Securities with respect to each
particular offering will be filed as an
exhibit to a Current Report on Form 8-K and
incorporated herein by reference.............. Previously filed.
4(d)(i) Form of First Supplemental Indenture dated as of
December 20, 1995 to indenture filed as
exhibit 4(d) providing for succession by
Registrant.................................... Filed herewith.
4(e) Form of Warrant Agreement to be entered into by
Registrant and the Warrant Agent (including
form of Warrant Certificate).................. Incorporated by reference to
Exhibit 4(c) to ITT's Re-
gistration Statement on
Form S-3, Registration No.
33-30037.
5 Opinion of Vincent A. Maffeo, Senior Vice
President and General Counsel of Registrant,
in respect of the legality of the
Securities.................................... Filed herewith.
8 Opinion re tax matters.......................... Not applicable.
12(a) Computation of ratios of earnings to fixed
charges for the nine months ended September
30, 1995...................................... Incorporated by reference to
Exhibit 12(a) to ITT's
Quarterly Report on Form
10-Q for the period ended
September 30, 1995, File
No. 1-5627.
12(b) Computation of ratios of earnings to fixed
charges for the five years ended December 31,
1994.......................................... Incorporated by reference to
Exhibit 12(a) to ITT's
Quarterly Report on Form
10-Q for the period ended
June 30, 1995, File No.
1-5627.
15 Letter re unaudited interim financial
information................................... Not applicable.
23 Consents of experts and counsel
(a) Consent of Arthur Andersen LLP.............. Filed herewith. See p. II-4
(b) Consent of counsel.......................... See Exhibit 5 hereto.
</TABLE>
II-6
<PAGE> 19
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION LOCATION
- ------ ------------------------------------------------ ----------------------------
<C> <S> <C>
24 Power of attorney............................... Filed herewith. See p. II-2.
25(a) Form T-1, Statement of Eligibility and
Qualification under the Trust Indenture Act of
1939 of BankAmerica Trust Company of New York,
Trustee under an Indenture pursuant to which
Debt Securities are to be issued.............. Previously filed as Exhibit
26(a).
25(b) Form T-1, Statement of Eligibility and
Qualification under the Trust Indenture Act of
1939 of The First National Bank of Chicago,
Trustee under an Indenture pursuant to which
Debt Securities are to be issued.............. Previously filed as Exhibit
26(b).
25(c) Form T-1, Statement of Eligibility and
Qualification under the Trust Indenture Act of
1939 of Morgan Guaranty Trust Company of New
York, Trustee under an Indenture pursuant to
which Debt Securities are to be issued........ Previously filed as Exhibit
26(c).
26 Invitations for competitive bids................ Not applicable.
27 Financial Data Schedule......................... Not applicable.
28 Information from reports furnished to state
insurance regulatory authorities.............. Incorporated by reference to
ITT's Form SE dated May
15, 1995 (CIK No. 216228).
99 Additional exhibits
(a) The Registrant's Articles of
Incorporation................................. Incorporated by reference to
Exhibit 3.1 to the Regis-
trant's Form 8-B dated De-
cember 20, 1995 (CIK No.
216228, File No. 1-5627).
(b) The Registrant's By Laws.................... Incorporated by reference to
Exhibit 3.2 to the Regis-
trant's Form 8-B dated De-
cember 20, 1995 (CIK No.
216228, File No. 1-5627).
</TABLE>
II-7
<PAGE> 1
EXHIBIT 4(b)(i)
FIRST SUPPLEMENTAL INDENTURE dated as of December 20, 1995, among ITT
Corporation, a Delaware corporation ("ITT Corporation"), ITT Industries, Inc.,
an Indiana corporation ("ITT Industries"), and BankAmerica Trust Company of
New York, a New York banking corporation, as trustee (the "Trustee") under the
Indenture dated as of December 28, 1990 (as amended, supplemented or modified
from time to time, the "Indenture").
WHEREAS, Section 10.1 of the Indenture provides, among other things,
that ITT Corporation and the Trustee may enter into indentures supplemental to
the Indenture for, among other things, evidencing the succession of another
corporation to ITT Corporation and the assumption by the successor corporation
of the covenants, agreements and obligations of ITT Corporation under the
Indenture and the Securities; and
WHEREAS, Section 11.1 of the Indenture provides that, subject to the
conditions contained in such Section, ITT Corporation may merge into any other
corporation;
WHEREAS, ITT Corporation has determined to merge with and into ITT
Industries, a wholly owned subsidiary of ITT Corporation (the "Merger"), such
Merger having been effected December 20, 1995.
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That ITT Corporation and ITT Industries hereby covenant and agree with
the Trustee, for the equal and proportionate benefit of all the present and
future holders of the Securities, as follows:
ARTICLE ONE
ASSUMPTION BY ITT INDUSTRIES
SECTION 1.01. Assumption of Indenture Obligations. ITT Industries
hereby assumes the due
<PAGE> 2
2
and punctual payment of the principal of, premium, if any, and interest on the
Securities according to their tenor, and the due and punctual performance and
observance of all the terms, covenants and conditions of the Indenture as if
ITT Industries had been an original party to the Indenture.
ARTICLE TWO
MISCELLANEOUS
SECTION 2.01. Incorporation of Indenture. All the provisions of this
First Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the Indenture; and the Indenture, as supplemented and amended by this
First Supplemental Indenture, shall be read, taken and construed as one and the
same instrument.
SECTION 2.02. Headings. The headings of the Articles and Sections of
this First Supplemental Indenture are inserted for convenience of reference and
shall not be deemed to be a part thereof.
SECTION 2.03. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
SECTION 2.04. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this First Supplemental Indenture by any of the
provisions of the Trust Indenture Act, such required provision shall control.
SECTION 2.05. Successors. All covenants and agreements in this
First Supplemental Indenture by the parties hereto shall bind their respective
successors.
SECTION 2.06. Benefits of First Supplemental Indenture. Nothing in
this First Supplemental Indenture, express or implied, shall give to any
person, other than the parties hereto and their successors hereunder and the
<PAGE> 3
3
Holders, any benefit or any legal or equitable right, remedy or claim under
this First Supplemental Indenture.
SECTION 2.07. Terms Defined. All terms defined in the Indenture shall
have the same meanings herein.
SECTION 2.08. Limitation. The Trustee assumes no responsibility
for, or in respect of, the validity or sufficiency of this First Supplemental
Indenture or the due execution hereof by ITT Corporation or ITT Industries,
or for, or in respect of, the recitals and statements contained herein,
all of which recitals and statements are made solely by ITT Corporation and
ITT Industries.
SECTION 2.09. Governing Law. This First Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of
New York.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and attested, all as of the day and
year first above written.
ITT CORPORATION
By
-------------------------
Name:
Title:
[SEAL]
Attest:
<PAGE> 4
ITT INDUSTRIES, INC.
By ______________________________
Name:
Title:
[SEAL]
Attest:
BANKAMERICA TRUST COMPANY
OF NEW YORK
By ______________________________
Name:
Title:
[SEAL]
Attest:
<PAGE> 1
EXHIBIT 4(c)(i)
FIRST SUPPLEMENTAL INDENTURE dated as of November 1, 1995, among ITT
Corporation, a Delaware corporation ("ITT Corporation"), ITT Indiana, Inc., an
Indiana corporation, to be renamed ITT Industries, Inc. ("ITT Industries"), and
The First National Bank of Chicago, a national banking association, as trustee
(the "Trustee") under the Indenture dated as of May 1, 1992 (as amended,
supplemented or modified from time to time, the "Indenture").
WHEREAS, pursuant to the Indenture, ITT Corporation issued 7.40%
Debentures due November 2025 (the "Securities");
WHEREAS, Section 10.1 of the Indenture provides, among other things,
that ITT Corporation and the Trustee may enter into indentures supplemental to
the Indenture for, among other things, evidencing the succession of another
corporation to ITT Corporation and the assumption by the successor corporation
of the covenants, agreements and obligations of ITT Corporation under the
Indenture and the Securities; and
WHEREAS, Section 11.1 of the Indenture provides that; subject to the
conditions contained in such Section, ITT Corporation may merge into any other
corporation;
WHEREAS, ITT Corporation may determine to merge with and into ITT
Industries, a wholly owned subsidiary of ITT Corporation (the "Merger").
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That ITT Corporation and ITT Industries hereby covenant and agree with
the Trustee, for the equal and proportionate benefit of all the present and
future holders of the Securities, as follows:
ARTICLE ONE
ASSUMPTION BY ITT INDUSTRIES
SECTION 1.01. Assumption of Indenture Obligations. ITT Industries
hereby assumes, subject to Section 2.01 of this First Supplemental Indenture,
the due
<PAGE> 2
2
and punctual payment of the principal of, premium, if any, and interest on the
Securities according to their tenor, and the due and punctual performance and
observance of all the terms, covenants and conditions of the Indenture as if
ITT Industries had been an original party to the Indenture.
ARTICLE TWO
MISCELLANEOUS
SECTION 2.01. Condition. Article One of this First Supplemental
Indenture shall become effective upon, and only upon, the Merger.
SECTION 2.02. Incorporation of Indenture. All the provisions of this
First Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the Indenture; and the Indenture, as supplemented and amended by this
First Supplemental Indenture, shall be read, taken and construed as one and
the same instrument.
SECTION 2.03. Headings. The headings of the Articles and Sections of
this First Supplemental Indenture are inserted for convenience of reference and
shall not be deemed to be a part thereof.
SECTION 2.04. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
SECTION 2.05. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this First Supplemental Indenture by any of the
provisions of the Trust Indenture Act, such required provision shall control.
SECTION 2.06. Successors. All covenants and agreements in this First
Supplemental Indenture by the parties hereto shall bind their respective
successors.
SECTION 2.07. Benefits of First Supplemental Indenture. Nothing in this
First Supplemental Indenture, express or implied, shall give to any person,
other than the parties hereto and their successors hereunder and the
<PAGE> 3
3
Holders, any benefit or any legal or equitable right, remedy or claim under
this First Supplemental Indenture.
SECTION 2.08. Terms Defined. All terms defined in the Indenture shall
have the same meanings herein.
SECTION 2.09. Limitation. The Trustee assumes no responsibility for,
or in respect of, the validity or sufficiency of this First Supplemental
Indenture or the due execution hereof by ITT Corporation or ITT Industries,
or for, or in respect of, the recitals and statements contained herein, all
of which recitals and statements are made solely by ITT Corporation and
ITT Industries.
SECTION 2.10. Governing Law. This First Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of
New York.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and attested, all as of the day and
year first above written.
ITT CORPORATION
By
------------------------
Name:
Title:
[SEAL]
Attest:
<PAGE> 4
ITT INDIANA, INC.
By ______________________________
Name:
Title:
[SEAL]
Attest:
THE FIRST NATIONAL BANK
OF CHICAGO
By ______________________________
Name:
Title:
[SEAL]
Attest:
<PAGE> 1
EXHIBIT 4(d)(i)
FIRST SUPPLEMENTAL INDENTURE dated as of December 20, 1995,
among ITT Corporation, a Delaware corporation ("ITT Corporation"), ITT
Industries, Inc., an Indiana corporation ("ITT Industries"), and Morgan
Guarantee Trust Company of New York, a New York banking corporation, as trustee
(the "Trustee") under the Indenture dated as of May 1, 1992 (as amended,
supplemented or modified from time to time, the "Indenture").
WHEREAS, Section 10.1 of the Indenture provides, among other things,
that ITT Corporation and the Trustee may enter into indentures supplemental to
the Indenture for, among other things, evidencing the succession of another
corporation to ITT Corporation and the assumption by the successor corporation
of the covenants, agreements and obligations of ITT Corporation under the
Indenture; and
WHEREAS, Section 11.1 of the Indenture provides that, subject to the
conditions contained in such Section, ITT Corporation may merge into any other
corporation;
WHEREAS, ITT Corporation has determined to merge with and into ITT
Industries, a wholly owned subsidiary of ITT Corporation (the "Merger"), such
Merger having been effected December 20, 1995.
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That ITT Corporation and ITT Industries hereby covenant and agree with
the Trustee, for the equal and proportionate benefit of all the present and
future holders of the Securities, as follows:
ARTICLE ONE
ASSUMPTION BY ITT INDUSTRIES
SECTION 1.01. Assumption of Indenture Obligations. ITT Industries
hereby assumes the due
<PAGE> 2
2
and punctual payment of the principal of, premium, if any, and interest on the
Securities according to their tenor, and the due and punctual performance and
observance of all the terms, covenants and conditions of the Indenture as if
ITT Industries had been an original party to the Indenture.
ARTICLE TWO
MISCELLANEOUS
SECTION 2.01. Incorporation of Indenture. All the provisions of this
First Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the Indenture; and the Indenture, as supplemented and amended by this
First Supplemental Indenture, shall be read, taken and construed as one and
the same instrument.
SECTION 2.02. Headings. The headings of the Articles and Sections of
this First Supplemental Indenture are inserted for convenience of reference and
shall not be deemed to be a part thereof.
SECTION 2.03. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
SECTION 2.04. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this First Supplemental Indenture by any of the
provisions of the Trust Indenture Act, such required provision shall control.
SECTION 2.05. Successors. All covenants and agreements in this First
Supplemental Indenture by the parties hereto shall bind their respective
successors.
SECTION 2.06. Benefits of First Supplemental Indenture. Nothing in this
First Supplemental Indenture, express or implied, shall give to any person,
other than the parties hereto and their successors hereunder and the
<PAGE> 3
Holders, any benefit or any legal or equitable right, remedy or claim under
this First Supplemental Indenture.
SECTION 2.07. Terms Defined. All terms defined in the Indenture shall
have the same meaning herein.
SECTION 2.08. Limitation. The Trustee assumes no responsibility for,
or in respect of, the validity or sufficiency of this First Supplemental
Indenture or the due execution hereof by ITT Corporation or ITT Industries, or
for, or in respect of, the recitals and statements contained herein, all of
which recitals and statements are made solely by ITT Corporation and ITT
Industries.
SECTION 2.09. Governing Law. This First Supplemental Indenture shall
be governed by and construed in accordance with the laws of the State of New
York.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and attested, all as of the day and
year first above written.
ITT CORPORATION
By
---------------------------------
Name:
Title:
[SEAL]
Attest:
<PAGE> 4
ITT INDUSTRIES, INC.
By ______________________________
Name:
Title:
[SEAL]
Attest:
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By ______________________________
Name:
Title:
[SEAL]
Attest:
<PAGE> 1
EXHIBIT 5
ITT INDUSTRIES, INC.
4 WEST RED OAK LANE
WHITE PLAINS, NEW YORK 10604
December 20, 1995
ITT Industries, Inc.
4 West Red Oak Lane
White Plains, New York 10604
RE: DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT
SECURITIES OF ITT INDUSTRIES, INC. UNDER FORM S-3
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 33-45756
Dear Sirs:
This opinion is being furnished in connection with the proposed offering by
ITT Industries, Inc., an Indiana corporation and the successor by merger to ITT
Corporation, a Delaware corporation (the "Company") of Debt Securities (the
"Debt Securities") and Warrants (the "Warrants") to purchase such Debt
Securities (collectively, the "Securities"), the Debt Securities to be issued
under one or more indentures (the "Indenture") between the Company and one or
more Trustees and the Warrants to be issued under one or more Warrant Agreements
(the "Warrant Agreement") between the Company and one or more Warrant Agents,
and in connection with the registration under the Securities Act of 1933, as
amended, of the Securities under the Registration Statement on Form S-3
captioned above (the "Registration Statement").
I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as I have deemed necessary for the purpose of
this opinion.
Upon the basis of the foregoing, I am of the opinion that, when the
Indenture and the Warrant Agreement shall have been executed and delivered, (i)
the Debt Securities, when duly executed, authenticated and delivered and (ii)
the Warrants, when duly executed, countersigned and delivered, against payment
therefor in accordance with the terms of the underwriting agreement or other
sale agreement relating thereto, and pursuant to the provisions of the Indenture
and Warrant Agreement, respectively, will be valid and binding obligations of
the Company.
I hereby consent to the filing or incorporation of this opinion as Exhibit
5 to the Registration Statement and to the reference to me under "Legal
Opinions" therein.
Very truly yours,
VINCENT A. MAFFEO
Senior Vice President
and General Council
