UNITED STATES
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): May 21, 2007
ITT CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 1-5672 13-5158950
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4 West Red Oak Lane
White Plains, New York 10604
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (914) 641-2000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
ITEM 7.01 REGULATION FD DISCLOSURE
Attached hereto as Exhibit 99.1 is a press release announcing that Denise
L. Ramos will join ITT Corporation as its Chief Financial Officer, effective
July 1, 2007. Ms. Ramos, 50, currently Chief Financial Officer of Furniture
Brands International, will succeed George E. Minnich, 57, currently the
Company's Chief Financial Officer, who is retiring from the Company.
Also, as announced in the press release, Mr. Steven R. Loranger, Chairman,
President and Chief Executive Officer of ITT Corporation, will speak at 9:00
a.m. Eastern Daylight Time today at the 2007 Electrical Products Group
Conference in Longboat Key, Florida, where he will confirm the Company's strong
financial outlook and say that the Company believes robust organic revenue
growth, coupled with execution of operational initiatives, provides it with a
high level of confidence in successfully achieving its existing 2007 financial
targets. Mr. Loranger's entire presentation will be webcast live at:
www.itt.com/ir. This information is furnished pursuant to Item 7.01 Regulation
FD Disclosure and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); or
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
A copy of this press release is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated May 21, 2007.
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SIGNATURE
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 CORPORATION
By: /s/ Kathleen S. Stolar
---------------------------------
Kathleen S. Stolar
Its: Vice President, Secretary
and Associate General Counsel
Date: May 21, 2007
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Denise L. Ramos Joins ITT Corporation as Chief Financial Officer
WHITE PLAINS, N.Y., May 21 /PRNewswire-FirstCall/ -- ITT Corporation
(NYSE: ITT) announced today that Denise L. Ramos will join the Company as Chief
Financial Officer, effective July 1, 2007. Ms. Ramos, 50, currently Chief
Financial Officer of Furniture Brands International, will succeed George E.
Minnich, 57, who is retiring from the Company.
Ms. Ramos brings broad industry and functional experience to this
position, with almost 30 years of financial assignments at several
industry-leading companies. In her current role, which she has held since
February 2005, Ms. Ramos was instrumental in designing corporate strategy and
enhancing the planning process for this $2.4 billion manufacturer, marketer and
retailer of residential furniture.
Her previous experience included five years at Yum! Brands, Inc. in
Louisville, Kentucky, where she was Senior Vice President and Corporate
Treasurer for Yum! and Chief Financial Officer for KFC. She began her career at
Atlantic Richfield Company (ARCO) of Los Angeles, California, where she spent 21
years in a number of increasingly responsible finance positions, including
Corporate Internal Auditor and Assistant Treasurer, the position she held when
the company was acquired in 2000 by British Petroleum. She holds an M.B.A. in
finance from the University of Chicago.
In making the announcement, ITT Chairman, President and Chief Executive
Officer Steve Loranger said, "We are delighted to welcome Denise to the strong
leadership team of ITT. She brings a wealth of experience in her area of
expertise, and is known as an executive with great visionary and strategic
capability, solid communication skills, and a history of building strong
partnerships and developing talent. I know she will be a tremendous asset to our
Company and to our senior leadership team. We look forward to her contributions
in moving our business forward."
Mr. Loranger continued, "As ITT's CFO, George Minnich has been a strong
partner to me, and has brought great perspective and guidance to the business as
we have worked to position ourselves for future growth. Over the past few
months, it became clear that George's horizon for retirement did not align with
our need to have a CFO in place who can lead ITT's financial strategy and
execution for the long term. We are grateful for George's many contributions
during his tenure in this role. Under his leadership, our company has continued
its strong performance as we realigned the portfolio, launched our share
repurchase program and made great progress in building a world-class finance
organization. We wish George the very best in his future endeavors."
Mr. Minnich will remain at the Company through the end of July to ensure a
smooth transition.
Mr. Loranger will speak at 9:00 a.m. Eastern Daylight Time today at the
2007 Electrical Products Group Conference in Longboat Key, Florida, where he
will confirm the Company's strong financial outlook and say that the Company
believes robust organic revenue growth, coupled with execution of operational
initiatives, provides it with a high level of confidence in successfully
achieving its existing 2007 financial targets.
About ITT Corporation
ITT Corporation (www.itt.com) supplies advanced technology products and
services in several growth markets. ITT is a global leader in the transport,
treatment and control of water, wastewater and other fluids. The company plays a
vital role in international security through its defense communications and
electronics products; space surveillance and intelligence systems; and advanced
engineering and related services. It also serves the growing leisure marine and
electrical connectors markets with a wide range of products. Headquartered in
White Plains, N.Y., the company generated $7.8 billion in 2006 sales. In
addition to the New York Stock Exchange, ITT Corporation stock is traded on the
Euronext and Frankfurt exchanges.
"Safe Harbor Statement" under the Private Securities Litigation Reform Act
of 1995 ("the Act"): Certain material presented herein includes forward-looking
statements intended to qualify for the safe harbor from liability established by
the Act. These forward-looking statements include statements that describe the
Company's business strategy, outlook, objectives, plans, intentions or goals,
and any discussion of future operating or financial performance. Whenever used,
words such as "anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe," "target" and other terms of similar meaning are intended to identify
such forward-looking statements. Forward-looking statements are uncertain and to
some extent unpredictable, and 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.
Factors that could cause results to differ materially from those anticipated by
the Company include general global economic conditions, decline in consumer
spending, interest and foreign currency exchange rate fluctuations, availability
of commodities, supplies and raw materials, competition, acquisitions or
divestitures, changes in government defense budgets, employment and pension
matters, contingencies related to actual or alleged environmental contamination,
claims and concerns, intellectual property matters, personal injury claims,
governmental investigations, tax obligations, and changes in generally accepted
accounting principles. Other factors are more thoroughly set forth in Item 1.
Business, Item 1A. Risk Factors, and Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Forward-Looking
Statements in the ITT Corp. Annual Report on Form 10-K for the fiscal year ended
December 31, 2006, and other of its filings with the Securities and Exchange
Commission. The Company undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise.
SOURCE ITT Corporation
-0- 05/21/2007
/CONTACT: Angela Buonocore of ITT Corporation, +1-914-641-2157, or
angela.buonocore@itt.com /
/First Call Analyst: /
/FCMN Contact: beth.coffman@itt.com /
/Web site: http://www.itt.com /
(ITT)
CO: ITT Corporation
ST: New York
IN:
SU: PER