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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 9, 2004
ITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Indiana 1-5627 13-5158950
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
organization)
4 West Red Oak Lane
White Plains, New York 10604
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 641-2000
(Former name or former address if changed since last report)
ITEM 5. Other Events
On February 9, 2004, ITT Industries, Inc. issued a press release announcing that
it had entered into a definitive agreement to acquire Eastman Kodak Company's
Remote Sensing Systems (RSS). Further information regarding the transaction is
set forth in the press release attached hereto as Exhibit 99.1
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
99.1. Press release dated February 9, 2004 issued by ITT Industries, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ITT INDUSTRIES, INC.
By: /s/ Kathleen S. Stolar
-----------------------
Kathleen S. Stolar
Its: Vice President, Secretary
and Associate General Counsel
Date: February 11, 2004
Exhibit 99.1
ITT Industries To Acquire Kodak's Remote Sensing Systems (RSS)
* ITT Industries to create Space Systems Division, a world leader in
developing and integrating a full spectrum of space-based sensors
and image information processing services for science, government
and commercial applications
* ITT Industries' leadership in infrared imaging, navigation payloads
is complementary to RSS' large scale optical and electro-optical
high-resolution satellite imaging
* Company sees significant opportunity in the $6 billion remote
sensing market with strong growth prospects
WHITE PLAINS, N.Y., Feb. 9 /PRNewswire-FirstCall/ -- ITT Industries, Inc.
(NYSE: ITT) today announced that it has signed a definitive agreement to
purchase the Remote Sensing Systems (RSS) business from Eastman Kodak Company
for $725 million, significantly broadening its own well-established space
payload and service product offering for U.S. military as well as other
science, government and commercial customers. RSS is the world's leading
supplier of high-resolution satellite imaging systems and image information
processing services. The combination of the two businesses will create a
full-spectrum satellite payload provider with the latest visible and infrared
satellite imaging technology in the $6 billion remote sensing market. The
transaction is subject to U.S. regulatory approval and customary closing
conditions.
"The acquisition of RSS is a key component of ITT Industries' strategy to
enhance our space businesses, an area we recognized a number of years ago as
an attractive market that has grown in importance to our largest government
customers," said Henry Driesse, President of ITT Industries Defense
Electronics & Services. "RSS has strong customer relationships, a reputation
for quality and many innovative technologies. By combining RSS' offering with
our own meteorological and navigational space payloads, we will create within
our Defense Electronics & Services segment a new Space Systems Division that
will be headquartered at RSS in Rochester, New York. The Space Systems
Division will be a world leader in developing and integrating a full spectrum
of space-based sensors and image information processing services for science,
government and commercial applications."
"We expect to improve our competitive position and our ability to win new
space programs in a market that has significant growth potential," Driesse
said. "We've identified a number of new programs where we will be better
positioned to compete, including the next generation weather satellites,
high-resolution imagery, Unmanned Aerial Vehicle (UAV) and small satellite
applications for scientific and intelligence missions. Our combined expertise
in the multi-spectral/hyperspectral, LIDAR and radar systems ensure that we
will have technology leadership well into the future."
"This acquisition is an excellent example of ITT Industries' long-term
strategy of building internally upon strong core businesses and, when
appropriate, acquiring other assets that enable us to better meet the needs of
our customers and create value," said Louis Giuliano, Chairman, President and
Chief Executive Officer of ITT Industries. "We anticipate being able to
provide customers with a broader array of products and services, and we expect
that this acquisition will be modestly accretive to ITT Industries' earnings
in 2004. As such, we are tightening the range of our full year EPS forecast
to $4.15-$4.25 per share."
ITT's space businesses, within the Defense Electronics & Services segment,
provide a broad range of products and services including infrared
meteorological sensors and navigational payloads, as well as ground-station
satellite control services and space launch services. ITT has provided
sensors for every one of the NOAA operational weather satellites since 1978,
and is currently under contract to maintain, sustain and modernize systems at
the Jet Propulsion Laboratory's Deep Space Network for interplanetary
missions.
Other current contracts include:
* a contract to modernize technology for the Global Positioning
Satellite (GPS) network
* a contract to produce space-based measurement instruments to improve
future weather forecasting worldwide
* a contract to provide launch services for two Minotaur research and
development missions
RSS, which includes Kodak's wholly owned subsidiary Research Systems,
Inc., is based in Rochester, New York. RSS is the world's leading producer of
high-resolution optical and electro-optical imaging components, systems and
payloads for ground- and space-based telescopes, remote sensing satellites and
other space-based platforms, as well as ground, air and space-based image
collection and processing products and services. RSS' customers include the
U.S. Department of Defense, science laboratories, other government agencies,
and commercial customers such as Space Imaging and DigitalGlobe.
RSS employs 1,800 people and generated 2003 revenue of approximately
$425 million. ITT Industries' Defense Electronics & Services segment, which
includes its space business, employs approximately 10,000 people and generated
2003 revenues of $1.8 billion.
ITT Industries is being advised by Rothschild Inc.
About ITT Industries
ITT Industries, Inc. (www.itt.com) supplies advanced technology products
and services in key markets including: fluid and water management including
water treatment; defense communication, opto-electronics, information
technology and services; electronic interconnects and switches; and other
specialty products. Headquartered in White Plains, NY, the company generated
$5.63 billion in 2003 sales and employs approximately 36,000 people around the
world.
In addition to the New York Stock Exchange, ITT Industries stock is traded
on the Midwest, Pacific, Paris and Frankfurt exchanges.
Certain material presented herein consists of forward-looking statements
which involve known and unknown risks, uncertainties and other important
factors that could cause actual results to differ materially from those
expressed in, or implied from, such forward-looking statements. Such factors
include general economic conditions, foreign currency exchange rates,
competition and other factors all as more thoroughly set forth in Item 1.
Business and Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Forward-Looking Statements in the ITT
Industries, Inc. Form 10-K Annual Report for the fiscal year ended
December 31, 2002, and other of its filings with the Securities and Exchange
Commission.
Contact:
Tom Glover
Phone: 407-934-4995
tom.glover@itt.com
Ted Birkhahn
Phone: 212-931-6119
tedb@peppercom.com
SOURCE ITT Industries, Inc.
-0- 02/11/2004
/CONTACT: Tom Glover of ITT Industries, Inc., +1-407-934-4995,
tom.glover@itt.com; or Ted Birkhahn, +1-212-931-6119, tedb@peppercom.com, for
ITT Industries, Inc./
/Web site: http://www.itt.com /
(ITT)
CO: ITT Industries, Inc.; Eastman Kodak Company
ST: New York
IN: CPR ARO OIL ITE ECP
SU: TNM