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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ITT Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-5158950
(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
1330 Avenue of the Americas
New York, New York 10019
(Address of Principal Executive Offices) (zip code)
If this Form relates to the registration of a If this Form relates to the registration of a
class of debt securities and is effective upon class of debt securities and is to become
filing pursuant to General Instruction A(c)(1) effective simultaneously with the effectiveness
please check the following box. /x/ of a concurrent registration statement under
the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following
box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
8 7/8% Senior Debentures Maturing at Holder's New York Stock Exchange
Option on June 15, 1987, 1992 or
1997 and Due June 15, 2003
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
On May 1, 1995, ITT Financial Corporation, a Delaware
corporation ("Financial"), merged with and into (the "Merger") ITT Corporation,
a Delaware corporation (the "Registrant"). Upon consummation of the Merger,
the Registrant assumed the due and punctual payment of the principal, premium
and interest on the securities to be registered hereunder (the "Debentures").
The Debentures were originally issued by Financial pursuant to a Prospectus,
dated June 22, 1978 (the "Prospectus"), which was included in Financial's
Registration Statement on Form S-7 (No. 2-61822) relating to the Debentures
(the "Registration Statement"). The Debentures were registered by Financial
pursuant to Section 12(b) of the Securities Exchange Act of 1934 at the time of
their original issuance in connection with their listing on the New York Stock
Exchange. The Debentures were issued under an Indenture, dated as of June 15,
1978 (the "Indenture"), between Financial and Harris Trust and Savings Bank as
original trustee (the "Trustee").
Subsequent to the filing of the Registration Statement and
issuance of the Debentures, the Indenture has been supplemented and amended
(the "Amended Indenture") pursuant to (i) a First Supplemental Indenture dated
as of March 31, 1993 between Financial and the Trustee; (ii) an Instrument of
Resignation, Appointment and Acceptance dated as of September 1, 1994 among
Financial, the Trustee and The First National Bank of Boston (the "Successor
Trustee"); (iii) a Second Supplemental Indenture dated as of March 1, 1995
between Financial and the Successor Trustee; and (iv) a Third Supplemental
Indenture dated as of March 31, 1995 among the Registrant, Financial, and the
Successor Trustee.
The Debentures are unsecured general obligations of the
Registrant, limited to $125,000,000 principal amount, issued in fully
registered form, in denominations of $1,000 and any integral multiple thereof.
The Debentures are not subject to any subordination provisions. The Debentures
were subject to maturity at the holder's option on June 15, 1987 and June 15,
1992, are subject to maturity at the holder's option on June 15, 1997 (as
described below) and will mature on June 15, 2003. The Debentures are not
redeemable at the option of the Registrant prior to maturity. $109,901,000
aggregate principal amount of the Debentures are currently outstanding.
Principal is payable, and the Debentures may be transferred or
exchanged without any service charge, at the corporate trust office of the
Successor Trustee, presently located at 150 Royall Street, Canton,
Massachusetts 02021 or at the corporate trust facility of the Successor Trustee
in the Borough of Manhattan, the City of New York presently located at 55
Broadway, 3rd Floor, New York, New York 10006 (c/o BancBoston Trust Company of
New York).
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Interest at the annual rate of 8 7/8% is payable semi-annually
on June 15 and December 15 to the persons in whose names the Debentures are
registered at the close of business on the preceding May 31 or November 30,
respectively, and unless other arrangements are made, will be paid by checks
mailed to such person.
The following summary of certain provisions of the Amended
Indenture does not purport to be complete and is qualified in its entirety by
reference to the Amended Indenture. All article and section references
appearing herein are to articles and sections of the Amended Indenture, and all
capitalized terms not defined herein have the meanings specified in the Amended
Indenture.
MATURITY AT HOLDER'S OPTION
The registered holder of each Debenture may elect, during the
year 1997, to have the principal of his Debenture, or any portion thereof which
is a multiple of $1,000, mature on June 15 of such year. Such election, which
is irrevocable when made, must be made within the period commencing February 15
and ending at the close of business on March 15 of such year, by surrender of
the Debenture at the above-mentioned office of the Successor Trustee in Canton,
Massachusetts or, at the option of the registered holder, at the office of the
Successor Trustee's above-mentioned New York facility, with the form of Option
to Elect Early Maturity Date on the Debenture duly completed. (Section 2.03)
LIMITATIONS ON LIENS
The Registrant and its Domestic Subsidiaries are prohibited
from creating or suffering to be created or assuming any mortgage or other
liens upon any Principal Property (as defined below) without securing the
Debentures equally and ratably with all indebtedness secured thereby (subject
to any applicable subordination provisions), with the following exceptions:
(a) mortgages or other liens on any such property acquired, constructed or
improved by the Registrant or a Domestic Subsidiary to secure or provide for
the payment of any part of the purchase price of such property or other 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 such property existing at the time it is acquired by merger,
consolidation or acquisition of the stock or substantially all the assets of
another company; (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
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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 Registrant 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 Registrant 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 Registrant 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 Registrant and its Domestic Subsidiaries secured by all
mortgages, pledges or other liens created under the provisions referred to in
this clause (l), plus (ii) the aggregate amount of Capitalized Lease-Back
Obligations of the Registrant 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 "limitations on
sale and lease-backs" covenant but for the satisfaction of the condition
described below in clause (ii) of such covenant, will not exceed an amount
equal to 5% of Consolidated Net Tangible Assets. (Section 4.08)
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 4.08)
The Amended Indenture does not require the Registrant to
maintain any Domestic Subsidiaries, and will permit the Registrant to designate
any or all of its subsidiaries to be not subject to either this limitations on
liens covenant or the limitations on sale and lease-backs covenant described
below and, accordingly, if the Registrant elects not to maintain any Domestic
Subsidiaries or to make such designations, the Amended
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Indenture would not provide any limitations under such covenants on the
activity of any subsidiary of the Registrant.
The term "Principal Property" is defined in the Amended
Indenture to mean any single manufacturing or processing facility, owned by the
Registrant or any Domestic Subsidiary and 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 Registrant by resolution declares
is not of material importance to the total business conducted by the Registrant
and its Domestic Subsidiaries as an entirety. (Section 1.01)
LIMITATION ON SALE AND LEASE-BACKS
The Amended Indenture provides that neither the Registrant 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 Registrant and a Domestic Subsidiary or between Domestic
Subsidiaries) involving 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 Registrant applies an amount equal to
the greater of the fair value (as determined by the Registrant's Board of
Directors) of such property or the net proceeds of such sale, within 120 days,
to the retirement of the Debentures or other indebtedness ranking on a parity
with the Debentures (subject to any applicable provisions), 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 of the Capitalized Lease-Back
Obligation with respect to such Principal Property under clause (l) of the
limitations on liens covenant described above without securing the Debentures
as contemplated by that provision. (Section 4.11)
MODIFICATION OF INDENTURE
The Amended Indenture contains provisions permitting the
Registrant and the Successor Trustee, with the consent of the holders of not
less than 66 2/3% in principal amount of the Debentures at the time
outstanding, to modify the Amended Indenture or any supplemental indenture or
the rights of the holders of the Debentures, except that no such modification
shall (i) extend the fixed maturity, or the earlier date or dates of maturity
elected by the registered holder as described above, of any Debenture, reduce
the principal amount thereof or reduce the rate or extend the time of payment
of interest thereon, without the consent of the holder of each Debenture so
affected, or (ii) reduce the aforesaid percentage of Debentures, the consent of
the
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holders of which is required for any such modification, without the consent of
the holders of all Debentures then outstanding. (Section 10.02)
EVENTS OF DEFAULT
An Event of Default is defined in the Amended Indenture as
being: default for 30 days in payment of any interest; default in payment of
principal; default by the Registrant in performance of any other of the
covenants or agreements in the Amended Indenture which shall not have been
remedied for a period of 60 days after notice; the rendering against the
Registrant or a subsidiary of final judgment for the payment of money in excess
of $500,000 and the failure to satisfy such judgment or to appeal therefrom (or
from the order, decree or process pursuant to which such judgment was granted,
passed, entered or affirmed) and to obtain a stay of execution thereof within
the period prescribed by law for appeals, and to have such judgment discharged
within 90 days after the expiration of such period or the period of any such
stay, whichever shall later expire; default in the payment of the principal of
any bond, note or other evidence of indebtedness of, or assumed by, the
Registrant or any subsidiary, in an outstanding principal amount aggregating
not less than $500,000, when and as the same shall become due and payable,
whether at maturity, by declaration, by call for redemption, or otherwise, or
default in the payment of any installment of interest, when and as the same
shall become due and payable, on any such bond, note or other evidence of
indebtedness, the aggregate principal amount of which is not less than
$500,000, and continuance of such default for the period of grace, if any,
provided for therein, and the time for payment of such principal or interest
shall not have been effectively extended, unless the Registrant or such
subsidiary is contesting in good faith its liability for the payment of the
principal or the installment of interest in question and shall have been
advised by its counsel that it has a meritorious defense thereto; or certain
events in bankruptcy, insolvency or reorganization of the Registrant. The
Amended Indenture provides that the Successor Trustee may withhold notice to
the holders of the Debentures of any default (except in payment of principal of
or interest on the Debentures) if the Successor Trustee considers it in the
interest of holders of the Debentures to do so. (Section 6.10)
The Amended Indenture provides that if an Event of Default
shall have occurred and be continuing, either the Successor Trustee or the
holders of not less than 25% in principal amount of the Debentures then
outstanding may declare the principal of all the Debentures to be due and
payable immediately, but upon certain conditions such declarations may be
annulled and past defaults (except, unless theretofore cured, a default in
payment of principal of or interest on the Debentures) may be waived by the
holders of a majority in principal amount of the Debentures then outstanding.
(Sections 6.01 and 6.09)
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The holders of a majority in principal amount of the
Debentures then outstanding shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Successor
Trustee under the Amended Indenture, provided that the holders of the
Debentures shall have offered to the Successor Trustee reasonable indemnity
against expenses and liabilities. (Sections 6.09 and 7.02) The Amended
Indenture requires the annual filing by the Registrant with the Successor
Trustee of a certificate as to compliance with the principal covenants
contained in the Amended Indenture. (Section 4.10)
THE SUCCESSOR TRUSTEE
The Successor Trustee currently serves as trustee with respect
to twenty-five other series of debt securities issued by Financial under other
indentures and assumed by the Registrant incident to the Merger. The
Registrant and certain of its subsidiaries maintain bank accounts, borrow money
and have other customary banking relationships with the Successor Trustee in
the ordinary course of business.
MARKET PRICES OF THE DEBENTURES
The following table reflects the high and low sales prices for
the Debentures, as reported through the New York Stock Exchange, for the
periods indicated:
1995 1994 1993
-------------- --------------- -------------
High Low High Low High Low
------ ----- ------ ----- ------ -----
(percentage of par)
Three Months Ended
March 31 107 1/4 101 3/8 No trading 113 107 1/2
June 30 - - 106 1/4 104 1/2 112 3/8 112 3/8
September 30 - - 110 110 113 113
December 31 - - 104 1/2 101 3/8 118 3/8 116 1/4
The last reported transaction in the Debentures on the New York Stock Exchange
occurred on April 19, 1995, at a percentage of par of 105.
It should be noted that the Debentures have not been actively
traded, with only seventeen transactions reported on the New York Stock
Exchange in 1993, sixteen transactions in 1994 and fourteen transactions during
the first quarter of 1995.
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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 Corporation
By: /s/ Robert W. Beicke
-----------------------------------
Name: Robert W. Beicke
Title: Assistant Secretary
Dated: June 1, 1995
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The Debentures described herein are registered on the New York
Stock Exchange. Pursuant to Instruction I as to exhibits, the following
exhibits were either filed with the Commission as exhibits to the Registration
Statement on Form S-7 (No. 2- 61822) by ITT Financial Corporation ("Financial")
and are incorporated by reference herein or are filed herewith:
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------ -------
1.1 Form of 8 7/8% Senior Debenture Maturing at Holder's Option on
June 15, 1987, 1992 or 1997 and due June 15, 2003 (incorporated
by reference to Exhibit 2.2 in Registration Statement No. 2-61822).
1.2 Indenture dated as of June 15, 1978 between Financial and Harris Trust
and Savings Bank, as Trustee (incorporated by reference to Exhibit 2.2
in Registration Statement No. 2-61822).
The following exhibits are filed herewith:
1.3 First Supplemental Indenture dated as of March 31, 1993 to Indenture
referred to in Exhibit 1.2.
1.4 Instrument of Resignation, Appointment and Acceptance dated as of
September 1, 1994 among Financial, Harris Trust and Savings Bank and
The First National Bank of Boston, as Successor Trustee.
1.5 Second Supplemental Indenture dated as of March 1, 1995 to Indenture
referred to in Exhibit 1.2.
1.6 Third Supplemental Indenture dated as of March 31, 1995 to Indenture
referred to in Exhibit 1.2.
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EXHIBIT 1.3
FIRST SUPPLEMENTAL INDENTURE, dated as of March 31, 1993, between ITT
Financial Corporation, a Delaware corporation, (the "Company"), and Harris
Trust and Savings Bank, as Trustee, an Illinois corporation, (the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture dated as of June 15, 1978 (the "Original Indenture"), to
provide for the issuance of its 8 7/8% Senior Debentures maturing at Holder's
Option on June 15, 1987, 1992 or 1997 and due June 15, 2003, (herein called the
"Debentures" or the "Securities"), in the aggregate principal amount of
$125,000,000; and
WHEREAS, Section 10.02. of the Original Indenture provides, among other
things, that with the consent of the holders of not less than 66 2/3% in the
aggregate principal amount of the Debentures outstanding, that the Company and
the Trustee may enter into indentures supplemental to the Original Indenture
for, among other things, adding any provisions to or changing in any manner or
eliminating any of the provisions of the Original Indenture; and
WHEREAS, the Company desires to modify, amend and eliminate certain
provisions of the Original Indenture; and
WHEREAS, the holders of at least 66 2/3% of the aggregate principal
amount of Debentures outstanding have consented to the requested changes to the
Original Indenture.
NOW THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That in order to modify the Original Indenture as required under
Section 10.02. thereof and in consideration of the acceptance by not less than
66 2/3% of the holders of the Debentures outstanding and the sum of one dollar
to it duly paid by the Trustee at the execution of these premises, the receipt
of which is hereby acknowledged, the Company covenants and agrees with the
Trustee, for the equal and proportionate benefit of all the present and future
holders of the Debentures, as follows:
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A. Modification of ARTICLE FOUR (Covenants):
1. The following section of ARTICLE FOUR would be deleted in its entirety:
Section 4.06. Limitations on Indebtedness and on Subsidiary
Preferred Stocks. The Company will not at any time permit Capital
Funds to be less than 25% of the total of (i) the aggregate
principal amount of Senior Debt of the Company, (ii) the aggregate
principal amount of indebtedness to persons other than the Company
or another Subsidiary for borrowed money of all Subsidiaries and
(iii) the aggregate amount of involuntary liquidation preferences
of all Preferred Stocks of Subsidiaries not owned by the Company
or any Subsidiary.
2. The remaining Sections 4.01., 4.02., 4.03., 4.04., 4.05., 4.07., 4.08.,
4.09. and 4.10. would remain unchanged.
B. Modifications of ARTICLE ONE (Definitions):
The following definitions would be deleted in their entirety from
Section 1.01. (Certain Terms Defined):
Capital Funds:
The term "Capital Funds" shall mean, as of the date of any
determination thereof, the sum of (i) Tangible Net Worth, plus (ii) the
outstanding aggregate principal amount of Subordinated Debt of the
Company.
Tangible Net Worth:
The term "Tangible Net Worth" shall mean, as of the date of any
determination thereof, the amount of the capital stock liability plus (or
minus in case of a deficit) the capital surplus and earned surplus of the
Company and its Subsidiaries, less the net book value (after deducting
any reserves applicable thereto) of all goodwill, organizational
expenses, licenses, franchises and other like intangibles included in the
assets of the Company and its Subsidiaries, and excluding any investment
in any corporation which would be included in the term "Subsidiary" but
for the proviso contained in the definition of said term, all determined
on a consolidated basis in accordance with generally accepted accounting
principles.
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IN WITNESS WHEREOF, ITT FINANCIAL COPRPORATION has caused this First
Supplemental Indenture to be signed in its corporate name by a Vice President,
and its corporate seal to be affixed hereunto, and the same to be attested by
the signature of an Assistant Secretary; and HARRIS TRUST AND SAVINGS BANK in
evidence of its acceptance of the trust hereby created, has caused this First
Supplemental Indenture to be signed in its corporate name by one of its Vice
Presidents, and its corporate seal to be affixed hereunto, and the same to be
attested by one of its Assistant Secretaries.
ITT FINANCIAL CORPORATION
By RICHARD H. SCHUMACHER
--------------------------------
Vice President and
Associate Treasurer
[SEAL]
Attest:
RAYMOND E. SHANE
- -----------------------------------
Assistant Secretary
HARRIS TRUST AND
SAVINGS BANK
By J. BARTOLINI
-----------------------------
Vice President
[SEAL]
Attest:
D. G. DONOVAN
- -----------------------------------
Assistant Secretary
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EXHIBIT 1.4
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of
September 1, 1994 among ITT Financial Corporation, a corporation duly organized
and existing under the laws of the State of Delaware, having its principal
office at 645 Maryville Centre Drive, St. Louis, Missouri 63141 (the "Issuer"),
The First National Bank of Boston, a national banking association, having its
principal corporate trust office at 150 Royall Street, Canton, Massachusetts
02021 (the "Successor Trustee"), and Harris Trust and Savings Bank, an Illinois
corporation, having its principal corporate trust office at 311 West Monroe,
Chicago, Illinois 60690 (the "Resigning Trustee").
WHEREAS, there are presently issued and outstanding $109,901,000 in
aggregate principal amount of the Issuer's 8 7/8% Senior Debentures Due June
15, 2003, issued under an Indenture dated as of June 15, 1978 (the "1978
Indenture"), and $200,000,000 of the Issuer's 6 1/2% Senior Debentures Due May
1, 2011, each issued under an Indenture, dated as of May 1, 1981 (the "1981
Indenture" and, together with the 1978 Indenture, the "Indentures"), between
the Issuer and the Resigning Trustee;
WHEREAS, Section 7.10 of each Indenture provides that the Trustee may
at any time resign by giving written notice thereof to the Issuer;
WHEREAS, the Resigning Trustee represents that it gave the Company
written notice of its resignation as Trustee, authenticating agent, paying agent
and registrar, a true copy of which is annexed hereto marked Exhibit A;
WHEREAS, Section 7.10 of each Indenture further provides that, if the
Trustee shall resign, the Issuer shall promptly appoint a successor Trustee;
WHEREAS, the Issuer desires to appoint the Successor Trustee as
successor trustee, paying agent and registrar under each Indenture;
WHEREAS, the Board of Directors of the Issuer, by a resolution, a true
copy of which is annexed hereto marked Exhibit B (the "Resolution"), authorized
the apointment of the Successor Trustee under each Indenture, such appointment
to become effective upon the execution and delivery of this Instrument by all
the parties hereto;
WHEREAS, Section 7.11 of each Indenture provides that the successor
Trustee appointed as provided in Section 7.10 shall execute, acknowledge and
deliver to the Issuer and to the resigning trustee an instrument accepting such
appointment, the resigning trustee shall transfer all property held by it
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as Trustee to the successor Trustee and thereupon the resignation of the
Resigning Trustee shall become effective and such successor Trustee without any
further act, deed or conveyance, shall become vested with all the properties,
rights, powers, duties, and obligations, of the Resigning Trustee;
WHEREAS, no successor Trustee shall accept appointment as provided in said
Section 7.11 unless at the time of such acceptance such successor Trustee shall
be qualified and eligible under the provisions of Section 7.9;
WHEREAS, the successor Trustee is qualified, eligible and willing to accept
such appointment as successor Trustee, and;
NOW THEREFORE, THIS INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE,
WITNESSETH: that for and in consideration of the premises and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby covenanted, declared and decreed by the Issuer, the
Successor Trustee and the Resigning Trustee as follows:
1. The Resigning Trustee hereby resigns as Trustee, authenticating agent,
paying agent and registrar, and its discharge from the trusts created by the
Indenture shall be effective upon the execution and delivery of this Instrument
by all the parties hereto.
2. The Issuer hereby accepts the resignation of the Resigning Trustee as
Trustee, authenticating agent, paying agent and registrar under the Indenture.
3. The Resigning Trustee hereby represents and warrants to the Successor
Trustee that:
a. To the best knowledge of the Resigning Trustee, no Event of Default,
and no event which, after notice or lapse of time or both, would become an
Event of Default, has occurred and is continuing under the Indentures;
b. No covenant or condition contained in the Indentures has been waived by
the Resigning Trustee or by the Holders of the percentage in aggregate
principal amount of the Securities required by each Indenture to effect any
such waiver; and
c.There is no action, suit or proceeding pending or, to the best of the
knowledge of the Resigning Trustee, threatened against the Resigning Trustee
before any court or governmental authority arising out of any action or
omission by the Resigning Trustee as Trustee under each Indenture.
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4. The Issuer, in the exercise of the authority vested in it pursuant
to Section 7.10(a) of each Indenture and the Resolution, hereby appoints the
Successor Trustee as successor Trustee, authenticating agent, paying agent and
registrar, with all the rights, powers, duties, and obligations of the Trustee
under each Indenture, such appointment to be effective upon the execution and
delivery of this Instrument by all the parties hereto.
5. The Successor Trustee hereby represents that it is qualified and
eligible under the provisions of Section 7.9 of each Indenture to be appointed
successor Trustee, and hereby accepts its appointment as successor Trustee,
pursuant to Section 7.11 of each Indenture, effective upon the execution and
delivery of this Instrument by all parties hereto.
6. The Resigning Trustee hereby grants, gives, bargains, sells,
remises, releases, conveys, confirms, assigns, transfers and sets over to the
Successor Trustee, and its successors and assigns, all the rights and powers of
the Trustee in and to the trust estate and all rights, powers, duties and
obligations of the Trustee under each Indenture; and the Resigning Trustee does
hereby pay over, assign and deliver to the Successor Trustee, any and all
money, if any, and property, if any, held by the resigning Trustee as Trustee.
The Issuer for the purpose of and confirming to the Successor Trustee said
properties, rights powers and duties, and at the request of the Successor
Trustee, joins in the execution hereof.
7. This Instrument may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute
but one and the same instrument.
8. Each of the Issuer, the Resigning Trustee, and the Successor
Trustee, acknowledges receipt of an executed counterpart of this Instrument.
9. Unless otherwise defined herein, all terms used herein which are
defined in each Indenture shall have the meanings assigned to them in the
Indenture.
10. This instrument shall be governed by and construed in accordance
with the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Instrument of
Resignation, Appointment and Acceptance to be duly executed and their
respective seals to be affixed hereunder and duly attested all as of the day
and year first above written.
ITT Financial Corporation
By: /s/ W. STEVEN CULP
------------------------------
Title: Vice President
Director of Treasury Services
(Seal)
ATTEST:
/s/ RAYMOND E. SHANE
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Assistant Secretary Harris Trust and Savings Bank,
as Resigning Trustee
By: /s/ C. POTTER
---------------------------
Title: Assistant Vice President
(Seal)
ATTEST:
/s/ J. BARTOLINI
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The First National Bank of Boston,
as Successor Trustee
By: /s/ HENRY W. SEEMORE
---------------------------------
Title: Senior Account Administrator
(Seal)
ATTEST:
/s/
- ------------------------------
5
[HARRIS TRUST AND SAVINGS BANK LETTERHEAD]
Exhibit A
ITT Financial Corporation August 15, 1994
645 Maryville Centre Drive
St. Louis, MO 63141-5832
Re: ITT Financial Corporation's 8 7/8% Senior Debentures Due June 15, 2003 and
6 1/2% Senior Debentures Due May 1, 2011
Dear Sir or Madam:
Please be advised that Harris Trust and Savings Bank, acting as trustee
(The "Trustee") under the Indenture dated as of June 15, 1978 (the "1978
Indenture") and the Indenture dated as of May 1, 1981 (the "1981 Indenture"),
between ITT Financial Corporation and the Trustee, will resign as Trustee under
the 1978 Indenture and the 1981 Indenture to become effective upon the
appointment of a successor trustee.
Very truly yours,
/s/ CAROLYN POTTER
------------------------
Carolyn Potter
Assistant Vice President
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Exhibit B
ASSISTANT SECRETARY'S CERTIFICATE
I, Paul J. M. Rutterer, Assistant Secretary of ITT FINANCIAL
CORPORATION, a Delaware corporation, (the "Corporation"), DO HEREBY CERTIFY AS
FOLLOWS:
That the following is a full, true and complete copy of the
resolutions adopted by the Board of Directors of the Corporation at a meeting
held on July 27, 1994, such resolutions having not been rescinded and are in
full force and effect as of the date hereof:
RESOLVED, that the substitution of The First National Bank of Boston as
Trustee of the Corporation's registered debt issues as hereinafter described
be, and hereby is, authorized and approved:
DEBT ISSUE CURRENT TRUSTEE INDENTURE
- ---------- --------------- ---------
5% Notes due 8/15/95 BankAmerica Trust Co. of NY 8/1/91
7 3/8% Notes due 10/15/95 BankAmerica Trust Co. of NY 8/1/91
11% Notes due 10/15/95 BankAmerica Trust Co. of NY 7/1/83
7% Notes due 1/15/97 BankAmerica Trust Co. of NY 8/1/91
7 1/4% Notes due 5/15/97 BankAmerica Trust Co. of NY 8/1/91
8 1/8% Notes due 11/15/98 BankAmerica Trust Co. of NY 8/1/91
9 3/8% Notes due 12/15/01 BankAmerica Trust Co. of NY 8/1/91
8 3/4% Debentures due 3/1/06 BankAmerica Trust Co. of NY 7/1/83
10 1/8% Debentures due 4/5/99 Chemical Bank 8/1/88
Floating Rate Notes due 10/19/94 Continental Bank, N.A. 8/1/88
8.90% Notes due 3/1/95 Continental Bank, N.A. 8/1/88
8 3/8% Notes due 8/1/95 Continental Bank, N.A. 8/1/88
8 1/2% Notes due 6/1/96 Continental Bank, N.A. 8/1/88
8 1/2% Debentures due 1/15/98 Continental Bank, N.A. 4/10/86
9 1/4% Debentures due 7/15/01 Continental Bank, N.A. 8/1/88
8 1/2% Debentures due 10/15/01 Continental Bank, N.A. 8/1/88
8 5/8% Debentures due 2/15/05 Continental Bank, N.A. 8/1/88
8 3/8% Debentures due 3/1/07 Continental Bank, N.A. 4/10/86
8.55% Debentures due 6/15/09 Continental Bank, N.A. 8/1/88
8 7/8% Debentures due 6/1/10 Continental Bank, N.A. 8/1/88
Floating Rate Debentures due 8/25/48 Continental Bank, N.A. 8/1/88
8 7/8% Debentures due 6/15/03 Harris Trust and Savings Bank 6/15/78
6 1/2% Debentures due 5/1/11 Harris Trust and Savings Bank 5/1/81
9 7/8% Notes due 4/15/97 First National Bank of Chicago 8/1/88
8.35% Debentures due 11/1/04 First National Bank of Chicago 8/1/88
8 3/4% Debentures due 3/1/06 La Salle National Bank 8/1/84
FURTHER RESOLVED, that the Chairman, Vice Chairman, President, any
Executive Vice President, any Senior Vice President or any Vice President, be
and they hereby are, authorized to execute and deliver such supplemental
indentures, agreements, instruments or notes which are required to effect the
change in Trustees, and to file any
7
such documents, as required, with Securities and Exchange Commission; and
FURTHER RESOLVED, that the proper officers of the Corporation be, and
they hereby are, authorized to execute all requests, certificates or other
documents deemed by them to be required or proper in connection with the
execution of any supplemental indentures or instruments and to take all such
other actions as any of them may deem necessary or desirable to carry out the
intent and purpose of the foregoing resolutions.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of
the Corporation to be affixed hereto, in St. Louis County, Missouri, this 28th
day of July, 1994.
/s/ PAUL J. M. RUTTERER
-----------------------------------
Paul J. M. Rutterer
Assistant Secretary
1
Exhibit 1.5
SECOND SUPPLEMENTAL INDENTURE dated as of March 1, 1995 between ITT
Financial Corporation, a Delaware corporation (the "Company"), and The First
National Bank of Boston, a national banking association, as successor trustee
(the "Trustee") under the Indenture dated as of June 15, 1978 (as amended,
supplemented or modified from time to time, the "Indenture").
WHEREAS, pursuant to the Indenture, the Company has issued its 8-7/8%
Senior Debentures due June 15, 2003 (the "Securities"); and
WHEREAS, Section 10.02 of the Indenture provides, among other things,
that, with the consent of the holders of not less than 66-2/3% in aggregate
principal amount of the Securities outstanding ("Requisite Consent"), the
Company and the Trustee may enter into indentures supplemental to the Indenture
for, among other things, adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture; and
WHEREAS, pursuant to its Consent Solicitation Statement dated January
11, 1995, the Company has solicited and obtained the Requisite Consent to
amend certain provisions of the Indenture ("the Amendments"), which Amendments
would become effective at the time of the Merger (as hereinafter defined); and
WHEREAS, the Company may in the future determine to merge with and into
its parent company, ITT Corporation (the "Merger").
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That in order to effect the Amendments in accordance with Section 10.02
of the Indenture, the Company hereby covenants and agrees with the Trustee, for
the equal and proportionate benefit of all the present and future holders of
the Securities, as follows:
ARTICLE ONE
AMENDMENTS TO THE INDENTURE
SECTION 1.01. Amendment to Section 1.01. (a) Section 1.01 of the
Indenture is hereby amended by deleting therefrom the definitions of "Domestic
Subsidiary" and "Subsidiary" in their entirety and substituting, in lieu
thereof, the following:
"Domestic Subsidiary" means each Subsidiary which is neither a
Foreign Subsidiary nor an Unrestricted Subsidiary.
"Subsidiary" means any corporation more than 50% of the voting
stock of which at the time is owned or controlled, directly or
indirectly, by the Company or the accounts of which are in fact
consolidated with the accounts of the Company.
2
(b) Section 1.01 of the Indenture is hereby amended by inserting
therein the following:
"Capitalized Lease-Back Obligation" means with respect to a Principal
Property, at any date as of which the same is to be determined, the total
net rental obligations of the Company or a Domestic Subsidiary under a
lease of such Principal Property entered into as part of an arrangement to
which the provisions of Section 4.08 are applicable (or would have been
applicable had such Domestic Subsidiary been a Domestic Subsidiary at the
time it entered into such lease), discounted to the date of computation at
the rate of 9% per annum. The amount of the net rental obligation for any
calendar year under any lease shall be the sum of the rental and other
payments required to be paid in such calendar year by the lessee
thereunder, not including, however, any amounts required to be paid by such
lessee (whether or not therein designated as rental or additional rental)
on account of maintenance and repairs, insurance, taxes, assessments,
water rates and similar charges.
"Consolidated Net Tangible Assets" means the total of all assets
appearing in a consolidated balance sheet of the Company and its Domestic
Subsidiaries, prepared in accordance with generally accepted accounting
principles (and as of a date not more than 90 days prior to the date as of
which Consolidated Net Tangible Assets are to be determined), less the sum
of the following items as shown on said consolidated balance sheet:
(i) the book amount of all segregated intangible assets,
including, without limitation, such items as goodwill, trademarks,
trademark rights, trade names, trade name rights, copyrights,
patents, patent rights and licenses, and unamortized debt discount and
expense less unamortized debt premium;
(ii) all depreciation, valuation and other reserves;
(iii) current liabilities;
(iv) any minority interest in the stock and surplus of Domestic
Subsidiaries of the Company;
(v) the investment of the Company and its Domestic Subsidiaries
in any Subsidiary of the Company which is not a Domestic Subsidiary;
(vi) deferred income and deferred liabilities; and
(vii) other items deductible under generally accepted accounting
principles.
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3
"Fair Value" when used with respect to property means the fair value
as determined in good faith by the Board of Directors.
"Foreign Subsidiary" means 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 any territory or
possession of the United States of America, but such term shall not include any
Subsidiary which is incorporated under the laws of any state of the United
States of America and substantially all of the assets of which consist of
securities of other Subsidiaries.
"Principal Property" means 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 by resolution declares
is not of material importance to the total business conducted by the Company
and its Domestic Subsidiaries as an entirety.
"Restricted Subsidiary" means any Subsidiary other than an Unrestricted
Subsidiary.
"Unrestricted Subsidiary" means any Subsidiary which has been
designated by Board Resolution as an Unrestricted Subsidiary, other than any
such Subsidiary as to which such a designation has been rescinded by Board
Resolution and not thereafter, or after some subsequent such rescission,
restored by Board Resolution, and any Subsidiary less than 50% of the voting
stock of which is owned directly by the Company and/or one or more Restricted
Subsidiaries. A Subsidiary may not be designated as (or otherwise permitted to
become) an Unrestricted Subsidiary unless, immediately after such Subsidiary
becomes an Unrestricted Subsidiary, such Subsidiary would not own any capital
stock of, or hold any indebtedness of, any Restricted Subsidiary. A designation
as an Unrestricted Subsidiary may not be rescinded (or an Unrestricted
Subsidiary otherwise permitted to become a Restricted Subsidiary) unless such
Subsidiary (i) is not a party to any lease which it would have been prohibited
by Section 4.11 from entering into had it been a Restricted Subsidiary at the
time it entered into such lease, unless (x) such Subsidiary had not been a
Restricted Subsidiary prior to its entering into such lease, or (y) the Property
subject to such lease shall be owned by the Company and/or one or more Domestic
Subsidiaries, or (z) such Subsidiary would not be prohibited by Section 4.11
from entering into such lease immediately after it becomes a Restricted
Subsidiary, and (ii) does not have outstanding upon any of its property any
mortgage, pledge or other lien which it would be prohibited by Section 4.08
from creating,
4
4
suffering to be created, or assuming, immediately after it becomes a
Restricted Subsidiary. Upon any designation of a Subsidiary as an
Unrestricted Subsidiary, or any rescission of any such designation, the
Company shall, within 30 days of the date of the adoption of the Board
Resolution effecting such action, deliver to the Trustee a copy of such
Board Resolution together with an Officers' Certificate to the effect that
such action is in compliance with the foregoing provisions of this
paragraph.
(c) Section 1.01 of the Indenture is hereby amended by deleting
therefrom the definitions of "Controlled Morris Plan Corporation", "Designated
Foreign Corporation", "Morris Plan Corporation" and "Net Income".
SECTION 1.02. Amendment to Section 4.05. Section 4.05 of the Indenture
is hereby amended by deleting such Section 4.05 in its entirety and
substituting, in lieu thereof, the following:
Section 4.05. Intentionally omitted.
SECTION 1.03. Amendment to Section 4.07. Section 4.07 of the Indenture
is hereby amended by deleting such Section 4.07 in its entirety and
substituting, in lieu thereof, the following:
Section 4.07. Intentionally omitted.
SECTION 1.04. Amendment to Section 4.08. Section 4.08 of the Indenture
is hereby amended by deleting such Section 4.08 in its entirety and
substituting, in lieu thereof, the following:
Section 1.04. Limitations on Liens. The Company will not, and will not
permit any Domestic Subsidiary to, create, suffer to be created, or assume
(directly or indirectly) any mortgage, pledge or other lien upon any Principal
Property, unless effective provision is made by the Company to secure directly
the Securities of all series by such mortgage, pledge or other lien, equally
and ratably with any and all other indebtedness thereby secured, so long as
any such indebtedness shall be so secured; provided, however, that this
Section shall not apply to any of the following:
(a) any mortgage, pledge or other lien on any Principal
Property hereafter acquired, constructed or improved by the Company or
any Domestic Subsidiary which is created or assumed 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, pledge or other lien on any Principal Property existing at
the time of acquisition thereof, provided, however, that in the case
of any such acquisition the mortgage, pledge or other lien shall not
extend to any Principal Property
5
5
theretofore owned by the Company or any Domestic Subsidiary;
(b) any mortgage, pledge or other lien existing upon
any property of a company which is merged with or into or is consolidated into,
or substantially all the assets or shares of capital stock of which are
acquired by, the Company or a Domestic Subsidiary, at the time of such merger,
consolidation or acquisition, provided that such mortgage, pledge or other lien
does not extend to any other Principal Property, other than improvements to
the property subject to such mortgage, pledge or other lien;
(c) any pledge or deposit to secure payment of workmen's compensation
or insurance premiums, or in connection with tenders, bids, contracts (other
than contracts for the payment of money) or leases;
(d) any pledge of, or other lien upon, any
assets as security for the payment of any tax, assessment or other similar
charge by any governmental authority or public body, or as security required by
law or governmental regulation as a condition to the transaction or any
business or the exercise of any privilege or right;
(e) any pledge or lien necessary to secure a stay of any legal or
equitable process in a proceeding to enforce a liability or obligation
contested in good faith by the Company or a Domestic Subsidiary or required
in connection with the institution by the Company or a Domestic Subsidiary of
any legal or equitable proceeding to enforce a right or to obtain a remedy
claimed in good faith by the Company or a Domestic Subsidiary, or required in
connection with any order or decree in any such proceeding or in connection
with any contest of any tax or other governmental charge; or the making of
any deposit with or the giving of any form of security to any governmental
agency or any body created or approved by law or governmental regulation in
order to entitle the Company or a Domestic Subsidiary to maintain
self-insurance or to participate in any fund in connection with workmen's
compensation, unemployment insurance, old age pensions or other social
security or to share in any provisions or other benefits provided for
companies participating in any such arrangement or for liability on insurance
of credits or other risks;
(f) any mechanics', carriers', workmen's, repairmen's or other like
liens, if arising in the ordinary course of business, in respect of obligations
6
6
which are not overdue or liability for which is being contested in
good faith by appropriate proceedings;
(g) any lien or encumbrance on property in favor of the United
States of America, or of any agency, department or other
instrumentality thereof, to secure partial, progress or advance
payments pursuant to the provisions of any contract;
(h) any mortgage, pledge or other lien securing any indebtedness
incurred in any manner to finance or recover the cost to the Company
or any Domestic Subsidiary of any physical property, real or personal,
which prior to or simultaneously with the creation of such
indebtedness shall have been leased by the Company or a Domestic
Subsidiary to the United States of America or a department or agency
thereof at an aggregate rental, payable during that portion of the
initial term of such lease (without giving effect to any options of
renewal or extension) which shall be unexpired at the date of the
creation of such indebtedness, sufficient (taken together with any
amounts required to be paid by the lessee to the lessor upon any
termination of such lease) to pay in full at the stated maturity date
or dates thereof the principal of and the interest on such
indebtedness;
(i) any mortgage, pledge or other lien securing indebtedness of a
Domestic Subsidiary to the Company or a Domestic Subsidiary, provided,
that in the case of any sale or other disposition of such indebtedness
by the Company or such Domestic Subsidiary, such sale or other
disposition shall be deemed to constitute the creation of another
mortgage, pledge or other lien;
(j) any mortgage, pledge or other lien affecting property of the
Company or any Domestic Subsidiary securing indebtedness of the United
States of America or a State thereof (or any instrumentality or agency
of either thereof) issued in connection with a pollution control or
abatement program required in the opinion of the Company to meet
environmental criteria with respect to manufacturing or processing
operations of the Company or any Domestic Subsidiary and the proceeds
of which indebtedness have financed the cost of acquisition of such
program;
(k) the renewal, extension, replacement or refunding of any
mortgage, pledge, lien, deposit, charge or other encumbrance permitted
by the foregoing provisions of this Section upon the same property
theretofore subject thereto, or the renewal, extension, replacement or
refunding of the amount secured thereby,
7
7
provided that in each case such amount outstanding at that time
shall not be increased; or
(l) any other mortgage, pledge or other lien, provided that
immediately after the creation or assumption of such mortgage,
pledge or other lien, the total of (i) the aggregate principal
amount of indebtedness of the Company and Domestic Subsidiaries
secured by all mortgages, pledges and other liens created or
assumed under the provisions of this clause (l), plus (ii) the
aggregate amount of Capitalized Lease-Back Obligations of the
Company and 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
provisions of Section 4.11 but for the satisfaction of the
condition set forth in clause (ii) thereof, shall not exceed an
amount equal to 5% of Consolidated Net Tangible Assets.
Neither (a) the lease of any property by the Company or a
Domestic Subsidiary and rental obligations with respect thereto
(whether or not arising out of sale and lease-back of properties and
whether or not in accordance with generally accepted principles of
accounting such property is carried as an asset and such rental
obligations are carried as indebtedness on the Company's or a Domestic
Subsidiary's balance sheet) nor (b) the sale or other transfer of (i)
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 (ii) any other interest in property of the
character commonly referred to as a "production payment", shall in any
event be deemed to be the creation of a mortgage, pledge or other
lien.
SECTION 1.05. Amendment to Article FOUR. Article FOUR of the
Indenture is hereby amended by inserting therein the following new Section
4.11:
Section 4.11. Limitation on Sale and Lease-Backs. The Company
will not, nor will it permit any Domestic Subsidiary to, enter into
any arrangement with any person providing for the leasing by the
Company or any Domestic Subsidiary of any Principal Property (except
for temporary leases for a term of not more than three years and
except for leases between the Company and a Domestic Subsidiary or
between Domestic Subsidiaries), which property has been or is to be
sold or transferred by the Company or such Domestic Subsidiary to such
person more than 120 days after the acquisition thereof or the
completion of construction and commencement of full operation thereof,
unless either (i) the Company shall apply an amount equal to the
greater of the Fair Value of such
8
8
property or the net proceeds of such sale, within 120 days of the
effective date of any such arrangement, to the retirement (other than any
mandatory retirement or by way of payment at maturity) of Securities or
indebtedness ranking on a parity with the 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 arrangement, such
Principal Property could have been subjected to a mortgage securing
indebtedness of the Company or a Domestic Subsidiary in a principal amount
equal to the Capitalized Lease-Back Obligation with respect to such
Principal Property under clause (1) of Section 4.08 without also securing
the Securities pursuant to such Section 4.08.
ARTICLE TWO
MISCELLANEOUS
SECTION 2.01. Condition Precedent. The Amendments set forth in Article
One of this Second Supplemental Indenture shall become effective upon, and only
upon, the consummation of the Merger.
SECTION 2.02. Incorporation of Indenture. All the provisions of this
Second 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
Second 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 Second Supplemental Indenture are inserted for convenience of reference
and shall not be deemed to be a part thereof.
SECTION 2.04. Counterparts. This Second 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 Second Supplemental Indenture by any of the
provisions of the Trust Indenture Act, such required provision shall control.
9
SECTION 2.06. Successors. All covenants and agreements in this Second
Supplemental Indenture by the Company shall bind its successors. All covenants
and agreements of the Trustee in this Second Supplemental Indenture shall bind
its successor.
SECTION 2.07. Benefits of Second Supplemental Indenture. Nothing in
this Second Supplemental indenture, express or implied, shall give to any
person, other than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under
this Second Supplemental Indenture.
SECTION 2.08. Terms Defined. All terms defined in the Identure shall
have the same meanings herein.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed and attested, all as of the day and
year first above written.
ITT FINANCIAL CORPORATION
BY RICHARD H. SCHUMACHER
Vice President and
Associate Treasurer
[SEAL]
Attest:
RAYMOND E. SHANE
Assistant Secretary
THE FIRST NATIONAL BANK OF BOSTON
/s/ HENRY W. SEEMORE
----------------------------------
By Henry W. Seemore
Senior Account Administrator
[SEAL]
Attest:
/s/ JAMES E. MOGAVERO
----------------------
James E. Mogavero
Assistant Cashier
10
STATE OF MISSOURI )
: ss.:
COUNTY OF ST. LOUIS )
On this day of March, 1995, before me appeared RICHARD H.
SCHUMACHER, to me personally known, who, being by me duly sworn, did say that
he is a Vice President of ITT Financial Corporation, one of the corporations
described in and which executed the above instrument; that the seal affixed to
said instrument is the corporate seal or said corporation, and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors, and said Vice President acknowledged said instrument to
be the free act and deed of said corporation.
[NOTARIAL SEAL] ---------------------------------
Notary Public
COMMONWEALTH OF MASSACHUSETTS )
: ss.:
COUNTY OF SUFFOLK )
I, KECIA R. BANKS, a Notary Public in and for the County and
Commonwealth aforesaid, DO HEREBY CERTIFY that H.W. SEEMORE, a Senior Account
Administrator, and J.E. MOGAVERO, an Assistant Cashier, of THE FIRST NATIONAL
BANK OF BOSTON, Trustee under the foregoing Indenture, who are personally known
to me to be the same persons whose names are subscribed to the foregoing
instrument as such Senior Account Administrator and Assistant Cashier, appeared
before me this day in person, and acknowledged that they signed, sealed and
delivered the said Indenture as their free and voluntary act, and as the free
and voluntary act of the said bank, for the uses and purposes therein set
forth, and caused the corporate seal of said bank to be thereto affixed.
GIVEN under my hand and notarial seal this 7th day of March, 1995.
[NOTARIAL SEAL] /s/ KECIA R. BANKS
-------------------------------------------
Notary Public
Kecia R. Banks, NOTARY PUBLIC
My commission expires: January 18, 2002
11
9
SECTION 2.06. Successors. All covenants and agreements in this
Second Supplemental Indenture by the Company shall bind its successors. All
covenants and agreements of the Trustee in this Second Supplemental Indenture
shall bind its successor.
SECTION 2.07. Benefits of Second Supplemental Indenture.
Nothing in this Second Supplemental Indenture, express or implied, shall give
to any person, other than the parties hereto and their successors hereunder and
the Holders, any benefit or any legal or equitable right, remedy or claim under
this Second Supplemental Indenture.
SECTION 2.08. Terms Defined. All terms defined in the Indenture
shall have the same meanings herein.
IN WITNESS WHEREORF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed and attested, all as of the day and
year first above written.
ITT FINANCIAL CORPORATION
By RICHARD H. SCHUMACHER
Vice President and
Associate Treasurer
[SEAL]
Attest: /s/ RAYMOND E. SHANE
------------------------------
RAYMOND E. SHANE
Assistant Secretary
THE FIRST NATIONAL
BANK OF BOSTON
By HENRY W. SEEMORE
Senior Account
Administrator
[SEAL]
Attest:
JAMES E. MOGAVERO
Assistant Cashier
12
STATE OF MISSOURI )
: SS.:
COUNTY OF ST. LOUIS )
On this 1st day of March, 1995, before me appeared RICHARD H.
SCHUMACHER, to me personally known, who, being by me duly sworn, did say that
he is a Vice President of ITT Financial Corporation, one of the corporations
described in and which executed the above instrument; that the seal affixed to
said instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors, and said Vice President acknowledged said instrument
to be the free act and deed of said corporation.
/s/ PATRICIA E. O'MALLEY
[NOTARIAL SEAL] ----------------------------------
Notary Public
COMMONWEALTH OF MASSACHUSETTS )
: SS.:
COUNTY OF SUFFOLK )
I, , a Notary Public in and for the County and
Commonwealth aforesaid, DO HEREBY CERTIFY that H. W. SEEMORE, a Senior Account
Administrator, and J. E. MOGAVERO, an Assistant Cashier, of THE FIRST NATIONAL
BANK OF BOSTON, Trustee under the foregoing Indenture, who are personally known
to me to be the same persons whose names are subscribed to the foregoing
instrument as such Senior Account Administrator and Assistant Cashier, appeared
before me this day in person, and acknowledged that they signed, sealed and
delivered the said Indenture as their free and voluntary act, and as the free
and voluntary act of the said bank, for the uses and purposes therein set
forth, and caused the corporate seal of said bank to be thereto affixed.
GIVEN under my hand and notarial seal this day of March, 1995.
[NOTARIAL SEAL] -------------------------------
Notary Public
1
Exhibit 1.6
THIRD SUPPLEMENTAL INDENTURE dated as of March 31, 1995 among ITT
Corporation, a Delaware corporation ("ITT Corporation"), ITT Financial
Corporation, a Delaware corporation (the "Issuer"), and The First National Bank
of Boston, a national banking association, as successor trustee (the "Trustee")
under the Indenture dated as of June 15, 1978 (as amended, supplemented or
modified from time to time, the "Indenture").
WHEREAS, pursuant to the Indenture, the Issuer has issued its 8-7/8%
Senior Debentures due June 2003 (the "Securities"); and
WHEREAS, Section 10.01 of the Indenture provides, among other things,
that the Issuer and the Trustee may enter into indentures supplemental to the
Indenture for, among other things, evidencing the succession of another
corporation to the Issuer and the assumption by the successor corporation of
the covenants, agreements and obligations of the Issuer under the Indenture and
the Securities; and
WHEREAS, Section 11.01 of the Indenture provides that, subject to the
conditions contained in Section 11.02, the Issuer may merge into any other
corporation; and
WHEREAS, the Issuer may determine to merge with and into its parent
company, ITT Corporation (the "Merger").
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That ITT Corporation and the Issuer 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 CORPORATION
SECTION 1.01. Assumption of Indenture. ITT Corporation hereby assumes,
subject to Section 2.01 of this Third Supplemental Indenture, the due 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 Corporation had been an original party to the Indenture.
2
2
ARTICLE TWO
MISCELLANEOUS
SECTION 2.01. Condition. Article One of this Third Supplemental
Indenture shall become effective upon, and only upon, the consummation of the
Merger.
SECTION 2.02. Incorporation of Indenture. All the provisions of
this Third 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 Third 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 Third Supplemental Indenture are inserted for convenience of
reference and shall not be deemed to be a part thereof.
SECTION 2.04. Counterparts. This Third 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 Third 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
Third Supplemental Indenture by the parties hereto shall bind their respective
successors.
SECTION 2.07. Benefits of Third Supplemental Indenture. Nothing
in this Third Supplemental Indenture, express or implied, shall give to any
person, other than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under
this Third Supplemental Indenture.
SECTION 2.08. Terms Defined. All terms defined in the Indenture
shall have the same meanings herein.
3
3
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed and attested, all as of the day and
year first above written.
ITT CORPORATION
/s/ ANN N. REESE
---------------------------------
By ANN N. REESE
Senior Vice President
and Treasurer
[SEAL]
Attest: /s/ ROBERT W. BEICKE
-----------------------------
ROBERT W. BEICKE
Assistant General Counsel
and Assistant Secretary
ITT FINANCIAL CORPORATION
By RICHARD H. SCHUMACHER
Vice President and
Associate Treasurer
[SEAL]
Attest:
-----------------------------
RAYMOND E. SHANE
Assistant Secretary
THE FIRST NATIONAL BANK
OF BOSTON
By HENRY W. SEEMORE
Senior Account
Administrator
[SEAL]
Attest:
------------------------------
JAMES E. MOGAVERO
Assistant Cashier
4
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 5th day of April, 1995, before me appeared ANN N. REESE, to me
personally known, who, being by me duly sworn, did say that she is a Senior
Vice President and Treasurer of ITT Corporation, one of the corporations
described in and which executed the above instrument; that the seal affixed to
said instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors, and said Senior Vice President and Treasurer
acknowledged said instrument to be the free act and deed of said corporation.
[NOTARIAL SEAL] /s/ SONJA ESPOSITO
--------------------
Sonja Esposito
Notary Public
Sonja Esposito
Notary Public, State of New York
No. 31-4974457
Qualified in New York County
Commission Expires Nov. 13, 1996
5
3
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed and attested, all as of the day and
year first above written.
ITT CORPORATION
------------------------------------
By ANN N. REESE
Senior Vice President and
Treasurer
[SEAL]
Attest:
-----------------------------
ROBERT W. BEICKE
Assistant General Counsel
and Assistant Secretary
ITT FINANCIAL CORPORATION
/S/ RICHARD H. SCHUMACHER
------------------------------------
By RICHARD H. SCHUMACHER
Vice President and
Associate Treasurer
[SEAL]
Attest: /s/ RAYMOND E. SHANE
-----------------------------
RAYMOND E. SHANE
Assistant Secretary
THE FIRST NATIONAL BANK
OF BOSTON
------------------------------------
By HENRY W. SEEMORE
Senior Account
Administrator
[SEAL]
Attest:
-----------------------------
JAMES E. MOGAVERO
Assistant Cashier
6
STATE OF MISSOURI )
: ss.:
COUNTY OF ST. LOUIS )
On this 4th day of April, 1995, before me appeared RICHARD H.
SCHUMACHER, to me personally known, who, being by me duly sworn, did say that
he is a Vice President of ITT Financial Corporation, one of the corporations
described in and which executed the above instrument; that the seal affixed to
said instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors, and said Vice President acknowledged said instrument to
be the free act and deed of said corporation.
/s/ PATRICIA E. O'MALLEY
--------------------------
Patricia E. O'Malley
Notary Public
[NOTARIAL SEAL]
OFFICIAL NOTARY SEAL
PATRICIA E. O'MALLEY
Notary Public, State of Missouri
FRANKLIN COUNTY
My Commission Expires Jul. 16, 1995
7
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed and attested, all as of the day and
year first above written.
ITT CORPORATION
------------------------------
By ANN N. REESE
Senior Vice
President and
Treasurer
[SEAL]
Attest:
----------------------------
ROBERT W. BEICKE
Assistant General Counsel
and Assistant Secretary
ITT FINANCIAL CORPORATION
------------------------------
By RICHARD H. SCHUMACHER
Vice President and
Associate Treasurer
[SEAL]
Attest:
----------------------------
RAYMOND E. SHANE
Assistant Secretary
THE FIRST NATIONAL BANK
OF BOSTON
/S/ HENRY W. SEEMORE
------------------------------
By HENRY W. SEEMORE
Senior Account
Administrator
[SEAL]
Attest: /S/ JAMES E. MOGAVERO
----------------------------
JAMES E. MOGAVERO
Assistant Cashier
8
COMMONWEALTH OF MASSACHUSETTS )
: SS.:
COUNTY OF SUFFOLK )
I, KECIA R. BANKS, a Notary Public in and for the County and
Commonwealth aforesaid, DO HEREBY CERTIFY that H.W. SEEMORE, a Senior Account
Administrator, and J.E. MOGAVERO, an Assistant Cashier, of THE FIRST NATIONAL
BANK OF BOSTON, Trustee under the foregoing Indenture, who are personally known
to me to be the same persons whose names are subscribed to the foregoing
instrument as such Senior Account Administrator and Assistant Cashier, appeared
before me this day in person, and acknowledged that they signed, sealed and
delivered the said Indenture as their free and voluntary act, and as the free
and voluntary act of the said bank, for the uses and purposes therein set
forth, and caused the corporate seal of said bank to be thereto affixed.
GIVEN under my hand and notarial seal this day of ,
1995.
[NOTARIAL SEAL] /s/ KECIA R. BANKS
---------------------------------------
Kecia R. Banks
Notary Public
