SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ITT Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Indiana 13-5158950
(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
Four West Red Oak Lane, White Plains, NY 10604
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to
registration of a class of the registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. [X] please check the following box. [ ]
Securities Act registration statement file number to which this form
relates: ____________ (If applicable)
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
------------------- ------------------------------
Series A Participating Cumulative New York Stock Exchange
Preferred Stock Purchase Rights Pacific Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None.
Item 1. Description of Registrant's Securities to be Registered.
This Amendment No. 1 to Registration Statement on Form 8-A/A amends the
Registration Statement on Form 8-A that ITT Industries, Inc. filed on December
20, 1995 to describe the rights in plain English.
DESCRIPTION OF SERIES A PARTICIPATING CUMULATIVE
PREFERRED STOCK PURCHASE RIGHTS
General
On October 10, 1995, our board of directors declared a dividend
distribution of one Series A participating cumulative preferred stock purchase
right for each share of our common stock outstanding as of December 21, 1995. We
will issue one right with each additional share of common stock we issue until
the rights expire, are redeemed or exchanged or become exercisable. We have
authorized and reserved 300,000 shares of our Series A preferred stock for
issuance if the rights become exercisable.
This description of the rights is not complete, and we qualify this
description by referring to the Rights Agreement, dated as of November 1, 1995,
between The Bank of New York, as rights agent, and us. We also incorporate the
Rights Agreement herein by reference.
Exercisability
Under our Rights Agreement, the rights will not be exercisable until the
earlier of:
o the time we learn that a person or group has acquired, or has obtained
the right to acquire, beneficial ownership of more than 15% of our
outstanding common stock, unless provisions preventing accidental
triggering apply or
o the close of business on the date, if any, designated by our board of
directors following the commencement, or disclosure of the intent to
commence, by a person or group of a tender or exchange offer that, if
consummated, would result in that person or group obtaining more than
15% of our outstanding common stock.
We refer to the earlier of these two dates as the "distribution date."
A person who inadvertently acquires more than 15% of our outstanding common
stock will not trigger the distribution date provided that such person reduces
its holdings to 15% or less of our outstanding common stock within five days of
notice from us. Absent such reduction, such person will trigger the distribution
date.
Rights owned by a person who has acquired, or obtained the right to
acquire, more than 15% of our outstanding stock will be null and void and
nontransferable.
A right itself does not give its holder any rights as a shareholder until
the right is exercised or exchanged.
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Exercise Price
Each right, when it becomes exercisable, entitles its holder to purchase
from us one one-thousandth (1/1000th) of a share of our Series A participating
cumulative preferred stock at a price of $108. We may adjust the $108 purchase
price and the number of shares that may be purchased, as described below under
"Adjustments."
Consequence of a Person or Group Acquiring Beneficial Ownership of More
Than 15% of Our Outstanding Common Stock
After any person or group has acquired, or has obtained the right to
acquire, beneficial ownership of more than 15% of our outstanding common stock,
each right, except for rights that have become null and void, will entitle its
holder to purchase for $108 the number of one one-thousandths (1/1000ths) of
Series A preferred stock equivalent to the number of shares of our common stock
that at the time of the transaction would have a market value of $216.
Exercising the Rights for Shares of an Acquiring Company
In the event that we are acquired in a merger or other business combination
or 50% or more of our assets are sold, holders of our rights will be entitled to
purchase the acquiror's shares in lieu of our Series A preferred stock. If the
acquiror is a publicly-traded company, each right will entitle the holder to
purchase for $108 the number of shares of the acquiring company that would have
a market value of $216. If the acquiror is not a publicly-traded company, each
right will entitle the holder to purchase for $108, at the holder's option:
o the number of shares of the surviving company that would have a book
value of $216,
o the number of shares of the acquiror that would have a book value of
$216, or
o if the acquiror has a publicly-traded affiliate, the number of shares
of the affiliate that would have a market value of $216.
Evidence of Ownership of the Rights
Until the distribution date, the rights will be evidenced by the common
stock certificates rather than separate rights certificates. Therefore, until
the distribution date, the rights can only be transferred with our common stock
and any transfer of our common stock will constitute a transfer of the rights.
If the distribution date occurs, the rights agent will mail to each record
holder of our common stock at the close of business on the distribution date
separate certificates to represent the rights. After that time, the separate
rights certificates, not the common stock certificates, will represent the
rights.
Redemption of Rights
Our board of directors may decide to redeem the rights, in whole but not in
part, for $0.01 per right. The board may do this at any time before the earlier
of:
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o the day that a person or group has acquired, or has obtained the right
to acquire, beneficial ownership of more than 15% of our outstanding
common stock, and
o November 1, 2005, the expiration date of the rights.
The rights may be redeemed for cash, our common stock or other securities
of equivalent value.
If our board decides to redeem the rights, the rights would immediately
terminate and the holders would only be entitled to the redemption price. Within
ten business days after the board acts to redeem the rights, we will give notice
of such redemption to the holders of the outstanding rights by mail. Each such
notice of redemption will state the method by which we will pay the redemption
price.
Exchange of Rights
At any time after a person or group has acquired, or has obtained the right
to acquire, beneficial ownership of more than 15% of our outstanding common
stock, our board may elect to exchange all or part of the then outstanding
rights excluding rights that have become null and void. In that event, each
right would be exchanged for one-half of the number of securities that would
have been issuable at that time upon exercise of one right.
Adjustments
The number of shares of our Series A preferred stock or other securities
issuable upon exercise of the rights, the purchase price, the redemption price
and the number of rights associated with each share of our common stock are all
subject to adjustment to prevent the rights from being diluted.
We may, but are not required to, issue fractions of rights or distribute
rights certificates that evidence fractional rights. In lieu of such fractional
rights, we may make a cash payment based on the market price of such rights.
We may, but are not required to, issue fractions of shares upon the
exercise of the rights or distribute certificates that evidence fractional
shares of the Series A preferred stock. In lieu of fractional shares of the
Series A preferred stock, we may utilize a depository arrangement as provided by
the terms of the Series A preferred stock and, in the case of fractions other
than one one-thousandth (1/1000th) of a share of Series A preferred stock or
integral multiples thereof, may make a cash payment based on the market price of
such shares.
Amendment of the Rights Agreement
At any time prior to the distribution date, we may, without the approval of
any rights holder, supplement or amend any provision of the Rights Agreement,
except that we may not reduce the redemption price, other than pursuant to
certain adjustments therein, or provide for an earlier expiration date.
From and after the distribution date and subject to applicable law, we may
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amend the Rights Agreement without the approval of any holder of the rights
certificates:
o to cure any ambiguity or to correct or supplement any provision that
may be defective or inconsistent with any other provision of the
Rights Agreement, or
o to include any other provisions that we may deem necessary or
desirable and that do not adversely affect the interests of the
holders of rights certificates, other than a holder that has acquired,
or has obtained the right to acquire, beneficial ownership of more
than 15% of our outstanding common stock.
Any supplement or amendment adopted during any period after any person or
group has acquired, or has obtained the right to acquire, beneficial ownership
of more than 15% of our outstanding common stock but prior to the distribution
date shall be null and void unless such supplement or amendment could have been
adopted after the distribution date.
Expiration
Unless we redeem or exchange them earlier, the rights expire on November 1,
2005.
TERMS OF THE SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK
If issued, the Series A participating cumulative preferred stock will have
the terms described below.
Dividends and Distributions
Each full share of the Series A preferred stock will be entitled to
receive:
o quarterly dividends of $0.01 less any cash dividends paid pursuant to
the clause below since the last quarterly dividend payment date, the
total of which shall not, in any event, be less than zero; and
o dividends equal to 1,000 times the amount of any cash dividends paid
on each share of our common stock.
In addition, if we pay a noncash dividend, other than solely in common
stock, to our holders of common stock, we will simultaneously pay a dividend on
each share of the Series A preferred stock equal to 1,000 times the dividend
paid on each share of our common stock.
In the event that we fail to pay dividends and distributions that we owe on
the Series A preferred stock, we will be unable to declare and pay dividends or
other distributions on our common stock.
Redemption
We do not have the right to redeem the Series A preferred stock.
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Liquidation
If we are liquidated, we will not pay any distribution to our holders of
common stock, unless the holders of Series A preferred stock have received all
unpaid dividends and distributions thereon plus the greater of
o $0.01 per share, or
o an amount per share equal to 1,000 times the amount to be distributed
on each share of our common stock.
In the event that our liquidation is involuntary, we will not pay any
distribution on the Series A preferred stock in excess of $100 per share plus
accrued dividends.
Voting Rights
Each full share of the Series A preferred stock will be entitled to 1,000
votes on all matters voted on at a meeting of our shareholders. In comparison,
our shares of common stock are currently entitled to one vote per share.
If we owe the equivalent of six quarterly dividend payments on the Series A
preferred stock, our board will expand to include two new directorships at our
next annual meeting. The holders of Series A preferred stock shall be entitled
at that meeting to elect the two new directors.
Merger
In the event of a merger or other business combination, each share of the
Series A preferred stock will be entitled to receive 1,000 times the
consideration paid on each share of our common stock.
Antidilution
If we issue more common stock, or have a stock split or distribution, we
may adjust all of the above features of the Series A preferred stock to protect
against dilution.
Item 2. Exhibits.
4 Form of Rights Agreement between ITT Indiana, Inc.
and The Bank of New York, as Rights Agent
(incorporated by reference to Exhibit 1 to Form
8-A dated December 20, 1995, in File No. 1-5627).
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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 amendment to the registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
ITT INDUSTRIES, INC.
Dated: May 13, 2003 By: /s/ Kathleen S. Stolar
---------------------------------------
Name: Kathleen S. Stolar, Esq.
Title: Vice President, Secretary and
Associate General Counsel
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EXHIBIT INDEX
Number Description
4 Form of Rights Agreement between ITT Indiana, Inc.
and The Bank of New York, as Rights Agent (incorporated
by reference to Exhibit 1 to Form 8-A dated
December 20, 1995, in File No. 1-5627).
8