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): September 17, 2007
ITT
CORPORATION
(Exact
name of registrant as specified in its charter)
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Indiana
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1-5672
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13-5158950
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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Identification
No.)
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4
West Red Oak Lane
White
Plains, New York
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10604
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|
(Address
of principal
executive
offices)
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(Zip
Code)
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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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
x Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
8.01 Other
Events
On
September 17, 2007, ITT Corporation (“ITT”) issued a press release announcing
that it has reached a definitive agreement to purchase all outstanding shares
of
EDO Corporation (“EDO”) for $56 per share in cash.
A
copy of
the press release announcing ITT’s definitive agreement to purchase all
outstanding shares of EDO is included herein as Exhibit 99.1 and is
incorporated herein by reference.
(d)
Exhibits
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99.1
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Press
release issued September 17, 2007 by ITT
Corporation
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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.
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ITT
CORPORATION
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| By: | /s/ Kathleen S. Stolar | |
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Name: Kathleen S. Stolar |
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Its:
Vice
President, Secretary and
Associate General
Counsel
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Date:
September 17, 2007
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
release issued jointly by ITT Corporation and Edo Corporation,
dated
September 17, 2007
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4
 |
 |
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Press
Release
FINAL
- FOR DISTRIBUTION AT 6 AM EDT, SEPT. 17,
2007
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Media
contacts:
Andy
Hilton, ITT Corp.
914-641-2160
andy.hilton@itt.com
Tom
Glover, ITT Defense
914-319-3451
tom.glover@itt.com
Sara
Banda, EDO Corp.
212-716-2071
media@edocorp.com
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Investor
contacts:
Peter
Milligan, ITT Corp.
914-641-2030
peter.milligan@itt.com
William
Walkowiak, EDO Corp.
212-716-2038
ir@edocorp.com
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ITT
to broaden portfolio in high-growth defense technology markets
with
EDO acquisition
| · |
Strategic
acquisition accelerates ITT’s plan to grow core, add
adjacencies
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| · |
Complementary
technologies aligned with transformational needs of the
military
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| · |
Leadership
team well positioned to implement smooth
integration
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WHITE
PLAINS, N.Y., September 17, 2007 -
ITT
Corporation (NYSE: ITT) and EDO Corporation (NYSE: EDO), a global aerospace
and
defense company, have reached a definitive agreement for ITT to purchase all
outstanding shares of EDO for $56 per share in cash. Including approximately
$120 million of net debt and the anticipated conversion of convertible notes,
this transaction values EDO at $1.7 billion. The transaction is expected to
be
neutral to ITT’s earnings per share in 2008, and accretive
thereafter.
“This
combination is all about growth and demonstrates our disciplined approach to
creating value for our shareholders by expanding from our strong core businesses
and entering attractive adjacent markets,” said Steve Loranger, chairman,
president and chief executive officer of ITT. “ITT's continued strong overall
performance this year gives us the capability to make this key acquisition,
which will be a powerful addition to our existing business. EDO's extremely
talented people, complementary technologies, and customer relationships, when
joined with ITT's strong defense team, will enable us to reach new heights
in
meeting the changing needs of our military and civil
customers.”
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EDO
is a
leader in the design and development of advanced systems at the center of the
military’s transformation to lighter, faster, and smarter defense capabilities.
EDO has grown revenues at a compound annual growth rate of almost 16 percent
over the last three years, and is positioned to grow at approximately 60 percent
in 2007 to its current-year forecast of approximately $1.15 billion.
“We
believe this is an excellent strategic fit and offers shareholders tremendous
value,” said EDO Chief Executive Officer James M. Smith. “It substantially
increases our business scale and opens new opportunities in defense markets.
We
expect employees and customers to benefit substantially from the combination
of
our technology-driven businesses.”
The
transaction, which is subject to approval by EDO’s shareholders, as well as
customary closing and regulatory conditions, is expected to close in early
2008.
Poised
for growth
EDO’s
attractive positions in defense electronics add to ITT’s well-established
sensing and surveillance capabilities. In tactical communications, ITT’s leading
position in battlefield communications is complemented by EDO’s expertise in
mobile networking and integration, interference cancellation and antennas.
Both
companies offer engineering and professional services to a diverse customer
base, serving all branches of the military and civil agencies.
“We’re
bringing together two successful defense organizations into one team with one
mission: To meet the needs of our customers in support of our nation and its
allies,” said Steve Gaffney, president of ITT’s defense business. “We are
confident in our plan to integrate our businesses and unlock tremendous value,
creating opportunity for employees, customers and shareholders.”
Plays
to mutual strengths
The
combination capitalizes on ITT’s and EDO’s mutual strengths. By leveraging the
diversified portfolios of both companies, the transaction positions ITT to
play
an important role on some of the U.S. military’s vital transformational
initiatives, such as the Joint Strike Fighter, the Navy’s Littoral Combat Ship,
counter improvised explosive device (IED) programs, and the Coast Guard
Deepwater programs.
Gaffney
added, “This transaction combines ITT’s and EDO’s technology prowess, customer
relationships, and proven operational capabilities to scale mission-critical
military programs and create new markets for our technologies.”
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In
connection with the transaction, Lazard LLC and UBS Investment Bank are acting
as financial advisors to ITT, and Simpson Thacher & Bartlett LLP is legal
counsel. Citigroup is acting as financial advisor, and Debevoise & Plimpton
LLP is legal counsel to EDO.
Investor
call today
ITT's
senior management will host a conference call for investors today at 9:00 a.m.
Eastern Daylight Time. To participate in the call, domestic and international
callers dial 1-212-729-5000, conference code 9250639. The call will be
simultaneously webcast on ITT’s website at www.itt.com/ir.
Presentation materials will be available on the website prior to the
call.
About
EDO Corporation
EDO
Corporation (www.edocorp.com)
designs
and manufactures a diverse range of products for aerospace and defense,
intelligence, and commercial markets. Major
product groups include: Defense
Electronics, Communications, Aircraft Armament Systems, Undersea Warfare,
Integrated Composite Structures, and Professional and Engineering Services.
The
company employs 4,000 people.
About
ITT Corporation
ITT
Corporation (www.itt.com)
supplies advanced technology products and services in several growth markets.
ITT is a global leader in water and fluid transport, treatment and control
technology. The company plays a vital role in international security with
communications and electronics products; space surveillance and intelligence
systems; and advanced engineering and services. It also serves the growing
marine, transportation and electrical markets with a wide range of products.
Headquartered in White Plains, N.Y., the company generated $7.8 billion in
2006
sales.
# # #
Forward-Looking
Statement and Important Legal Information
This
communication contains “forward-looking statements” which represent the current
expectations and beliefs of management of ITT Corporation (“ITT”) concerning the
proposed merger of EDO Corporation (“EDO”) with Donatello Acquisition Corp., a
wholly owned subsidiary of ITT (the “merger”), and other future events and their
potential effects on ITT. Such statements are not guarantees of future results.
They only represent management’s expectations and beliefs concerning future
events and their potential effects on ITT. These forward-looking statements
are
inherently subject to significant business, economic and competitive
uncertainties and contingencies and risk relating to the merger, many of which
are beyond the company’s control.
These
forward-looking statements include statements that describe ITT'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
ITT 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 Corporation 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. ITT undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future events or
otherwise.
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In
connection with the proposed merger, EDO will prepare a proxy statement to
be
filed with the U.S. Securities and Exchange Commission (“SEC”). When completed,
a definitive proxy statement and a form of proxy will be mailed to the
shareholders of EDO. Before making any voting decision, EDO’s shareholders are
urged to read the proxy statement regarding the merger carefully and in its
entirety because it will contain important information about the proposed
merger. EDO’s shareholders will be able to obtain, without charge, a copy of the
proxy statement (when available) and other relevant documents filed with the
SEC
from the SEC’s website at www.sec.gov. EDO’s shareholders will also be able to
obtain, without charge, a copy of the proxy statement and other relevant
documents (when available) by directing a request by mail or telephone to EDO
Corporation, 60 East 42nd Street, 42nd Floor, New York, NY 10165, telephone:
212-716-2000, or from EDO’s website, www.edocorp.com.
Information
regarding ITT’s directors and executive officers is set forth in ITT’s annual
report on Form 10-K for the fiscal year ended December 31, 2006 and ITT’s proxy
statement for ITT’s 2007 Annual Meeting of Shareholders. Information regarding
EDO’s directors and executive officers is set forth in EDO’s annual report on
Form 10-K for the fiscal year ended December 31, 2006 and EDO’s proxy statement
for EDO’s 2007 Annual Meeting of Shareholders. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in
the
proxy statement and other relevant documents regarding the proposed merger,
when
filed with the SEC.
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