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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
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GOULDS PUMPS, INCORPORATED
(NAME OF SUBJECT COMPANY)
GEORGE ACQUISITION, INC.
ITT INDUSTRIES, INC.
(BIDDERS)
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
383550 10 0
(CUSIP NUMBER OF CLASS OF SECURITIES)
VINCENT A. MAFFEO, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
ITT INDUSTRIES, INC.
FOUR WEST RED OAK LANE
WHITE PLAINS, NEW YORK 10604
TELEPHONE: (914) 641-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
WILLIAM E. CURBOW, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 455-2000
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This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on April 25, 1997 (as amended, the "Schedule 14D-1")
relating to the offer by George Acquisition, Inc., a Delaware corporation (the
"Purchaser"), a wholly owned subsidiary of ITT Industries, Inc., an Indiana
corporation (the "Parent"), to purchase all of the outstanding shares of Common
Stock, par value $1.00 per share (the "Shares"), of Goulds Pumps, Incorporated,
a Delaware corporation (the "Company"), at a purchase price of $37.00 per Share,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated April 25, 1997 (the
"Offer to Purchase") and in the related Letter of Transmittal (which, together
with the Offer to Purchase, as amended from time to time, constitute the
"Offer").
All capitalized terms used herein and not defined herein shall have the
meanings set forth in the Offer to Purchase.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows:
On May 21, 1997, the Parent issued a press release announcing that the
waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and the
Canadian Competition Act relating to the Offer had expired without objections or
requests for additional information and that all required clearances from other
foreign governmental authorities applicable to the completion of the Offer have
been obtained and indicating that it expects to consummate the Offer on the
Expiration Date, currently 12:00 midnight, New York City Time, on Thursday, May
22, 1997, subject to the terms thereof. The full text of the press release is
set forth in Exhibit 11(a)(8) and is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b), (c), and (f) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
The information provided in this Amendment No. 2 under Item 5 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(8) Press release issued by the Parent on May 21, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
ITT INDUSTRIES, INC.
By: /s/ ROBERT W. BEICKE
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Name: Robert W. Beicke
Title: Vice President
GEORGE ACQUISITION, INC.
By: /s/ LAWRENCE J. SWIRE
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Name: Lawrence J. Swire
Title: Vice President
Date: May 21, 1997
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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(a)(8) Press release issued by the Parent on May 21, 1997............................
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EXHIBIT (a)(8)
ITT Industries, Inc.
4 West Red Oak Lane
White Plains, NY 10604
Tel: (914) 641-2000
Fax: (914) 696-2950
ITT INDUSTRIES
AUTOMOTIVE
DEFENSE & ELECTRONICS
FLUID TECHNOLOGY
Contact: Thomas R. Martin
914-641-2157
FOR IMMEDIATE RELEASE
- --------------------- Ralph Allen
914-641-2030
ITT INDUSTRIES ANNOUNCES CLEARANCE TO PURCHASE GOULDS PUMPS SHARES
White Plains, NY, May 21, 1997--ITT Industries, Inc. (NYSE:IIN) announced
today that all applicable regulatory waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act in the United States and the Canadian Competition Act
relating to ITT Industries pending tender offer for the shares of Goulds Pumps,
Incorporated (NASDAQ: GULD) expired at midnight on May 20, 1997. There were no
objections or requests for additional information. In addition, all required
clearances from other foreign governmental authorities applicable to the
completion of the tender offer have been obtained.
ITT Industries further indicated that, in light of the completion of
the regulatory approval process, it expects to consummate the purchase of
Goulds' shares pursuant to the tender offer, subject to the terms thereof, at
the currently scheduled expiration time of midnight on Thursday, May 22, 1997.
"We are pleased that these reviews have been accomplished without
objection and that our purchase can proceed quickly," said Travis Engen,
chairman, president and chief executive officer of ITT Industries. "As we said
when we first announced our offer, this combination represents a marvelous fit
between two industry leaders. We look forward to working with the Goulds Pumps
employees in serving customers and growing the business."
ITT Industries (www.ittind.com) is a leading global diversified
manufacturing company, with 1996 sales of $8.4 billion dollars from its three
primary business segments: fluid technology, automotive, and defense and
electronics. ITT Industries' automotive business is one of the world's largest
independent suppliers of systems and components to automotive manufacturers. In
the defense and electronics area, ITT Industries is a leader in the design,
manufacture and support of high technology electronic systems and components
for defense and commercial markets. In addition to the New York Stock
Exchange, ITT Industries' stock is traded under the symbol ("IIN") on the
Midwest, Pacific, London, Frankfurt and Paris exchanges.
NOTE TO EDITORS: THIS IS ITT INDUSTRIES (NYSE: IIN) NOT ITT CORPORATION (NYSE:
ITT). ANY SHORTHAND REFERENCE TO ITT WILL BE INCORRECT.
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