<PAGE> 1
AMENDMENT NO. 1
TO
FORM 8-B/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
ITT Industries, Inc.
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(Exact name of registrant as specified in its charter)
Indiana 13-5158950
- ----------------------------- ---------------------------------------
(State or other Jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
Four West Red Oak Lane, White Plains, NY 10604
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
- ------------------- -------------------
<S> <C>
Common Stock New York Stock
Exchange, Inc.
(also on Pacific Stock
Exchange)
8 7/8% Senior Debentures New York Stock
Exchange, Inc.
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act: None.
<PAGE> 2
Item 1. General Information.
(a) ITT Industries, Inc. ("ITT Industries") was organized as
a corporation under the laws of the State of Indiana on September 5, 1995 under
the name "ITT Indiana, Inc."
(b) The fiscal year of the ITT Industries ends on December
31.
Item 2. Transaction of Succession.
(a) ITT Corporation, a Delaware corporation, was the
predecessor corporation which had securities registered pursuant to Section
12(b) of the Securities Exchange Act of 1934 at the time of succession.
(b) The transaction of succession is summarized under the
captions "Proxy Statement Summary--The Distribution" and "Proxy Statement
Summary--The Reincorporation of ITT" and described in greater detail under the
captions "The Distribution" and "The Reincorporation of ITT" in the ITT
Corporation Notice of Special Meeting and Proxy Statement dated August 30, 1995
included herewith as Exhibit B (the "Proxy Statement") and such sections are
incorporated herein by reference.
Item 3. Securities to be Registered.
(a) As to the shares of common stock, par value $1.00 per
share, of ITT Industries ("ITT Industries Common Stock") being registered, as of
December 14, 1995, there were (i) 200,000,000 shares authorized, (ii)
116,967,739 shares issued and (iii) 28,180,269 shares issued which were held by
or for the account of ITT Industries.
(b) As to the 8 7/8% Senior Debentures due June 15, 2003 (the
"Senior Debentures") being registered, as of December 14, 1995, there were (i)
$1,438,000 in aggregate principal amount of the debentures authorized and issued
and (ii) $0 in aggregate principal amount of the debentures issued which were
held by or for the account of ITT Industries.
<PAGE> 3
Item 4. Description of Registrant's Securities to Be Registered.
(a) The information required by this Item 4 in respect of the
ITT Industries Common Stock is set forth under the caption "Description of ITT
Industries Capital Stock" of the Proxy Statement and such section is
incorporated herein by reference.
(b) The information required by this Item 4 in respect of the
Senior Debentures is set forth under the caption "Description of Debentures" of
ITT Financial Corporation's ("ITT Financial") Prospectus dated June 22, 1978
contained in the Registration Statement of ITT Financial (Reg. No. 2-61822) and
such section is incorporated herein by reference.
Item 5. Financial Statements and Exhibits.
(a) Pursuant to Instruction (a), no financial statements are required
to be filed as part of this registration statement.
(b) The following documents are filed as exhibits hereto:
<TABLE>
<CAPTION>
Exhibits
Required
by Form 8-B Description
----------- ------------
<S> <C>
A Agreement and Plan of Merger dated as of
November 1, 1995 between ITT Corporation
and ITT Indiana, Inc. *
B ITT Corporation Notice of Special Meeting and
Proxy Statement dated August 30, 1995 (filed with
the Securities and Exchange Commission on
September 21, 1995 and incorporated herein by
reference) (File
No. 1-5627) *
</TABLE>
<TABLE>
<CAPTION>
Exhibits
Required
by Form 10 Description
---------- -----------
<S> <C>
3.1 Articles of Incorporation of ITT Indiana,
Inc. *
3.2 By-laws of ITT Indiana, Inc. *
4.1 Specimen Common Share certificate *
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
Exhibits
Required
by Form 10 Description
---------- -----------
<S> <C>
4.2 Articles of Incorporation of ITT Indiana,
Inc. (filed as Exhibit 3.1 hereto) *
4.3 By-laws of ITT Indiana, Inc. (filed as
Exhibit 3.2 hereto) *
4.4 Rights Agreement dated as of November 1,
1995 between ITT Indiana, Inc. and The
Bank of New York, as Rights Agent *
4.5 Form of 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 of ITT Indiana, Inc. (attached as
Exhibit A to the Rights Agreement filed as Exhibit
4.4 hereto) *
4.6 Form of Right Certificate (attached as
Exhibit B to the Rights Agreement filed as
Exhibit 4.4 hereto) *
4.7 Agreement to furnish instruments upon
request by the Securities and Exchange
Commission (incorporated by reference to
ITT Corporation's Form 10-K for the fiscal
year ended December 31, 1994) (File No. 1-
5627) *
10.1 Distribution Agreement among ITT
Corporation, ITT Destinations, Inc. and
ITT Hartford Group, Inc. *
10.2 Intellectual Property License Agreement
between and among ITT Corporation, ITT
Destinations, Inc. and ITT Hartford Group,
Inc. *
10.3 Form of Tax Allocation Agreement among ITT
Corporation, ITT Destinations, Inc. and
ITT Hartford Group, Inc. *
10.4 Trademark Assignment Agreement between ITT
Corporation and ITT Destinations, Inc. *
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
Exhibits
Required
by Form 10 Description
---------- -----------
<S> <C>
10.5 License Assignment Agreement between ITT
Corporation and ITT Destinations, Inc. *
10.6 Trade Name and Service Mark License
Agreement between ITT Corporation and ITT
Hartford Group, Inc. *
10.7 Employee Benefit Services and Liability
Agreement among ITT Corporation, ITT
Destinations, Inc. and ITT Hartford Group,
Inc. *
10.8 364-Day Competitive Advance and Revolving Credit
Facility Agreement dated as of November 10, 1995
among ITT Industries, Inc., the Lenders named
therein, and Chemical Bank, as Administrative
Agent *
10.9 Five-Year Competitive Advance and
Revolving Credit Facility Agreement dated
as of November 10, 1995 among ITT
Industries, Inc., the Lenders named
therein and Chemical Bank, as
Administrative Agent *
10.10 Form of 1996 ITT Corporation Restricted Stock Plan
for Non-Employee Directors (attached as Annex G to
the ITT Corporation Notice of Special Meeting and
Proxy Statement filed as Exhibit B hereto) *
10.11 Form of indemnification agreement with
members of the Board of Directors
(incorporated by reference to ITT
Corporation's Form SE dated March 28, 1988
(CIK No. 216228) relating to ITT
Corporation's Form 10-K for the fiscal
year ended December 31, 1987) (File No. 1-
5627) *
10.12 ITT Corporation 1994 Incentive Stock Plan
(incorporated by reference to ITT
Corporation's Registration Statement on
Form S-8) (Reg. No. 33-53771) *
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
Exhibits
Required
by Form 10 Description
---------- -----------
<S> <C>
10.13 ITT Corporation 1986 Incentive Stock Plan
(incorporated by reference to ITT
Corporation's Registration Statement on
Form S-8) (Reg. No. 33-5412) *
10.14 ITT Corporation 1977 Stock Option
Incentive Plan (incorporated by reference
to ITT Corporation's Registration
Statement on Form S-8) (Reg. No. 33-
5412) *
10.15 ITT Industries, Inc. Senior Executive
Severance Pay Plan *
10.16 Form of D. Travis Engen employment
agreement *
21 Subsidiaries of ITT Industries, Inc. *
</TABLE>
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* Previously filed
<PAGE> 7
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
ITT INDUSTRIES, INC.
By: /s/ Robert W. Beicke
-------------------------
Name: Robert W. Beicke
Title: Vice President
Dated: February 5, 1996
<PAGE> 8
<TABLE>
<CAPTION>
Exhibits
Required
by Form 8-B Description
----------- -----------
<S> <C>
A Agreement and Plan of Merger dated as of
November 1, 1995 between ITT Corporation
and ITT Indiana, Inc. *
B ITT Corporation Notice of Special Meeting and
Proxy Statement dated August 30, 1995 (filed with
the Securities and Exchange Commission on
September 21, 1995 and incorporated herein by
reference) (File
No. 1-5627) *
</TABLE>
<TABLE>
<CAPTION>
Exhibits
Required
by Form 10 Description
---------- -----------
<S> <C>
3.1 Articles of Incorporation of ITT Indiana,
Inc. *
3.2 By-laws of ITT Indiana, Inc. *
4.1 Specimen Common Share certificate *
4.2 Articles of Incorporation of ITT Indiana,
Inc. (filed as Exhibit 3.1 hereto) *
4.3 By-laws of ITT Indiana, Inc. (filed as
Exhibit 3.2 hereto) *
4.4 Rights Agreement dated as of November 1,
1995 between ITT Indiana, Inc. and The
Bank of New York, as Rights Agent *
4.5 Form of 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 of ITT Indiana, Inc. (attached as
Exhibit A to the Rights Agreement filed as Exhibit
4.4 hereto) *
4.6 Form of Right Certificate (attached as
Exhibit B to the Rights Agreement filed as
Exhibit 4.4 hereto) *
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
Exhibits
Required
by Form 10 Description
---------- -----------
<S> <C>
4.7 Agreement to furnish instruments upon
request by the Securities and Exchange
Commission (incorporated by reference to
ITT Corporation's Form 10-K for the fiscal
year ended December 31, 1994) (File No. 1-
5627) *
10.1 Distribution Agreement among ITT
Corporation, ITT Destinations, Inc. and
ITT Hartford Group, Inc. *
10.2 Intellectual Property License Agreement
between and among ITT Corporation, ITT
Destinations, Inc. and ITT Hartford Group,
Inc. *
10.3 Form of Tax Allocation Agreement among ITT
Corporation, ITT Destinations, Inc. and
ITT Hartford Group, Inc. *
10.4 Trademark Assignment Agreement between ITT
Corporation and ITT Destinations, Inc. *
10.5 License Assignment Agreement between ITT
Corporation and ITT Destinations, Inc. *
10.6 Trade Name and Service Mark License
Agreement between ITT Corporation and ITT
Hartford Group, Inc. *
10.7 Employee Benefit Services and Liability
Agreement among ITT Corporation, ITT
Destinations, Inc. and ITT Hartford Group,
Inc. *
10.8 364-Day Competitive Advance and Revolving Credit
Facility Agreement dated as of November 10, 1995
among ITT Industries, Inc., the Lenders named
therein and Chemical Bank, as Administrative Agent
*
10.9 Five-Year Competitive Advance and
Revolving Credit Facility Agreement dated
as of November 10, 1995 among ITT
Industries, Inc., the Lenders named
therein and Chemical Bank, as
Administrative Agent *
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
Exhibits
Required
by Form 10 Description
---------- -----------
<S> <C>
10.10 Form of 1996 ITT Corporation Restricted Stock Plan
for Non-Employee Directors (attached as Annex G to
the ITT Corporation Notice of Special Meeting and
Proxy Statement filed as Exhibit B hereto) *
10.11 Form of indemnification agreement with
members of the Board of Directors
(incorporated by reference to ITT
Corporation's Form SE dated March 28, 1988
(CIK No. 216228) relating to ITT
Corporation's Form 10-K for the fiscal
year ended December 31, 1987) (File No. 1-
5627) *
10.12 ITT Corporation 1994 Incentive Stock Plan
(incorporated by reference to ITT
Corporation's Registration Statement on
Form S-8) (Reg. No. 33-53771) *
10.13 ITT Corporation 1986 Incentive Stock Plan
(incorporated by reference to ITT
Corporation's Registration Statement on
Form S-8) (Reg. No. 33-5412) *
10.14 ITT Corporation 1977 Stock Option
Incentive Plan (incorporated by reference
to ITT Corporation's Registration
Statement on Form S-8) (Reg. No. 33-
5412) *
10.15 ITT Industries, Inc. Senior Executive
Severance Pay Plan *
10.16 Form of D. Travis Engen employment
agreement *
21 Subsidiaries of ITT Industries, Inc. *
</TABLE>
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* Previously filed
