<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ITT INDUSTRIES, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
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<S> <C>
INDIANA 13-5158950
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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4 WEST RED OAK LANE, WHITE PLAINS, NY 10604
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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ITT AUTOMOTIVE ESI SAVINGS PLAN
FOR HOURLY EMPLOYEES
(FULL TITLE OF THE PLANS)
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GWENN L. CARR, VICE PRESIDENT, SECRETARY AND ASSOCIATE GENERAL COUNSEL
ITT INDUSTRIES, INC.
4 WEST RED OAK LANE
WHITE PLAINS, NY 10604
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (914) 641-2000
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED+ PER SHARE** PRICE+** FEE
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<S> <C> <C> <C> <C>
Common Stock ($1 par value per
share).......................... 700,000 $28.31 $19,817,000 $6,833
shares
Series A Participating Cumulative
Preferred Stock Purchase
Rights.......................... 700,000
rights++
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+ This Registration Statement also covers Interests in the ITT Automotive
ESI Savings Plan for Hourly Employees aggregating $19,817,000 with a proposed
maximum aggregate offering price of the same amount.
** Estimated solely for the purpose of determining the registration fee
and, in accordance with Rule 457(h), based upon the average of the high and low
sale prices of the Common Stock reported in the consolidated reporting system
for May 22, 1996.
++ The Series A Participating Cumulative Preferred Stock Purchase Rights
(the "Rights") are appurtenant to and trade with the Common Stock. The value
attributable to the Rights, if any, is reflected in the market value of the
Common Stock and the registration fee for the Rights is included in the fee for
the Common Stock.
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company is the successor to ITT Corporation, a Delaware corporation.
The following documents filed by the Company with the Securities and Exchange
Commission (the "Commission") (File No. 1-5627) are hereby incorporated by
reference in this Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31, 1995;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1996; and
(c) Form 8-B dated December 20, 1995.
All documents subsequently filed by the Company and the ITT Automotive ESI
Savings Plan for Hourly Employees with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing with the Commission of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part thereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained in the Registration Statement or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The audited financial statements and schedule incorporated by reference in
the 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 is incorporated herein by reference in reliance
upon the authority of said firm as experts in accounting and auditing in giving
said report.
Robert W. Beicke, Esq., whose legal opinion with respect to the securities
registered hereunder is filed as Exhibit 5 hereto, is an employee of the Company
and participates in certain of its stock benefit plans.
ITEM 6. 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 Company may indemnify any individual
made a party to a proceeding (including a proceeding by or in the right of the
Company) because the individual is or was a director, officer, employee or agent
of the Company 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 Company, that the individual's conduct
was in the Company's best interests and (ii) in all other cases, that the
individual's conduct was at least not opposed to the Company'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 Company's By-laws provide for the above
indemnification of directors and officers. Reference is made to the Company's
By-laws filed with the Company's Form 8-B dated December 20, 1995. In addition,
Section 23-1-37-9 and Section 23-1-37-13 provide that the Company, 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 Company against reasonable expenses incurred by the director or
officer in connection with the
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<PAGE> 3
proceeding. The Company's Articles of Incorporation do not limit the
indemnification provided by the IBCL. Reference is made to the Company's
Articles of Incorporation, as amended, filed with the Company's Form 8-B dated
December 20, 1995.
The Company 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 Company 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 Company as in effect on
the date of such agreement; and (iii) in the event the Company 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
Company's obligations described in (ii) and (iii) being subject to certain
exceptions).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See Exhibit Index elsewhere herein.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by a registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer 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 Act and will be governed by the final adjudication of
such issue.
II-3
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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-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, AND BY THE UNDERSIGNED IN THE CAPACITY INDICATED, IN THE CITY OF
WHITE PLAINS AND STATE OF NEW YORK ON THIS 28TH DAY OF MAY, 1996.
ITT Industries, Inc.
By: RICHARD J. M. HAMILTON
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Richard J. M. Hamilton
Senior Vice President and Controller
(Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints VINCENT A. MAFFEO, GWENN 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
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
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/s/ D. TRAVIS Chairman, President and Chief May 28, 1996
ENGEN Executive and Director
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D. Travis Engen
(Principal Executive Officer)
/s/ HEIDI Senior Vice President and May 28, 1996
KUNZ Chief
- --------------------------------------------- Financial Officer
Heidi Kunz
(Principal Financial Officer)
/s/ RAND V. ARASKOG Director May 28, 1996
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Rand V. Araskog
/s/ ROBERT A. BURNETT Director May 28, 1996
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Robert A. Burnett
/s/ CURTIS J. Director May 28, 1996
CRAWFORD
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Curtis J. Crawford
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ MICHEL DAVID-WEILL Director May 28, 1996
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Michel David-Weill
/s/ S. PARKER Director May 28, 1996
GILBERT
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S. Parker Gilbert
/s/ EDWARD C. MEYER Director May 28, 1996
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Edward C. Meyer
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
plan has duly caused this 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 the 28 day of May, 1996.
ITT AUTOMOTIVE ESI SAVINGS
PLAN FOR HOURLY EMPLOYEES
BY /S/ DAVID SCHWEINFURTH
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David Schweinfurth
Administrator
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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-8 of our report dated
January 30, 1996 included in ITT Industries, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 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
May 28, 1996
II-6
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LIST OF EXHIBITS
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EXHIBIT
NO. TITLE LOCATION
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4. Instruments defining the rights of security holders,
including indentures:
(a) ITT Industries, Inc.'s Articles of Incorporation.... Incorporated by reference to
Exhibit 3.1 to ITT
Industries, Inc.'s Form 8-B
dated December 20, 1995 (CIK
No. 216228, File No. 1-5627).
(b) Articles of Amendment Setting Forth the
Designations, Voting Powers, Preferences and
Relative, Participating, Optional and Other Special
Rights and Qualifications, Limitations or
Restrictions of Series A Participating Cumulative
Preferred Stock..................................... Incorporated by reference to
Exhibit 4.5 to ITT
Industries, Inc.'s Form 8-B
dated December 20, 1995 (CIK
No. 216228, File No. 1-5627).
(c) Agreement and Plan of Merger dated November 1,
1995................................................ Incorporated by reference to
Exhibit A to ITT Industries,
Inc.'s Form 8-B dated
December 20, 1995 (CIK No.
216228, File No. 1-5627).
(d) Form of Rights Agreement between ITT Indiana, Inc.
and The Bank of New York, as Rights Agent........... Incorporated by reference to
Exhibit 1 to ITT Industries,
Inc.'s Form 8-A dated
December 20, 1995 (CIK No.
216228, File No. 1-5627).
(e) ITT Industries, Inc.'s By-laws...................... Incorporated by reference to
Exhibit 3.2 to ITT
Industries, Inc.'s Form 8-B
dated December 20, 1995 (CIK
No. 216228, File No. 1-5627).
5. Opinion re legality................................. Filed herewith. The Registrant
will submit the Plan to the
Internal Revenue Service (the
"IRS") in a timely manner and
will make all changes
required by the IRS to
maintain the qualification of
the Plan.
15. Letter re unaudited interim financial information... Not applicable.
23. Consents of experts and counsel..................... The consent of independent
public accountants is filed
herewith. The consent of
counsel is incorporated by
reference to Exhibit 5 filed
herewith.
24. Power of attorney................................... See page II-4 of this
Registration Statement.
28. Information from reports furnished to state
insurance regulatory authorities.................... None.
99. Additional exhibits................................. None.
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EXHIBIT 5
ITT INDUSTRIES, INC.
4 West Red Oak Lane
White Plains, NY 10604
May 28, 1996
ITT Industries, Inc.
4 West Red Oak Lane
White Plains, NY 10604
Dear Sirs:
I am familiar with the ITT Automotive ESI Savings Plan for Hourly Employees
(the "Plan") under which 700,000 shares (the "Shares") of common stock, par
value $1 per share, of ITT Industries, Inc., an Indiana corporation ("ITT
Industries"), have been authorized initially for issuance. I have acted as
counsel to ITT Industries in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), of a Registration Statement on Form S-8 (the "Registration
Statement") with respect to the registration under the Act of the Shares and
700,000 Series A Participating Cumulative Preferred Stock Purchase Rights (the
"Rights") which are appurtenant to, and trade with, the Shares. In this
connection, I have examined such records, documents and proceedings as I have
deemed relevant and necessary as a basis for the opinion expressed herein.
Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized for issuance under the Plan by all proper corporate action and,
when such Shares have been issued pursuant to the provisions of the Plan as set
forth in the Registration Statement and ITT Industries' policies relating
thereto, and any conditions or restrictions relating thereto shall have been
satisfied, such Shares will be legally issued, fully paid and non-assessable.
When the Rights are issued in accordance with the terms of the Rights Agreement
between ITT Industries and The Bank of New York, as Rights Agent, the Rights
will be duly and validly issued.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ ROBERT W. BEICKE
Robert W. Beicke
Vice President, Associate General
Counsel
and Assistant Secretary
