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): August 13, 2004
ITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Indiana 1-5627 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
Not Applicable
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On August 13, 2004, ITT Industries, Inc. completed its previously announced
acquisition of certain assets, properties and rights used in Eastman Kodak
Company's Remote Sensing Systems business (the "RSS Business"), including all of
the issued and outstanding capital stock of Research Systems, Inc., a
wholly-owned subsidiary of Eastman Kodak Company.
The consideration that ITT Industries, Inc. paid for the stock and the
assets was $725 million in cash plus the assumption of certain liabilities
relating to the RSS Business. The purchase price was determined through
arms-length negotiations between ITT Industries, Inc. and Eastman Kodak Company.
ITT Industries, Inc. financed the acquisition with proceeds from commercial
paper issued under its existing commercial paper program.
Eastman Kodak Company used the assets of the RSS Business (including plant,
equipment or other physical property) to design, manufacture, sell and support
high resolution electro-optical end-to-end systems for space-based, airborne and
terrestrial applications supporting United States government intelligence,
military and scientific applications and for commercial remote sensing
businesses. The assets held by Research Systems, Inc. (including plant,
equipment or other physical property) were used to design and market software
for data analysis and visualization. ITT Industries, Inc. intends to continue
using the assets for the same purposes following the acquisition.
The foregoing summary is qualified in its entirety by reference to the full
text of the Stock and Asset Purchase Agreement attached hereto as Exhibit 2.1,
which is incorporated by reference.
On August 13, 2004, ITT Industries, Inc. issued a press release announcing
the completion of the acquisition. The press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
To be filed by amendment not later than 60 days from the date of this
report.
(b) Pro forma financial information
To be filed by amendment not later than 60 days from the date of this
report.
(c) Exhibits
The following exhibits are filed as part of this report:
2
Exhibit
Number Description
2.1 Stock and Asset Purchase Agreement by and between Eastman Kodak Company and
ITT Industries, Inc., dated February 8, 2004.
99.1 Press release dated August 13, 2004 issued by ITT Industries, Inc.
3
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 INDUSTRIES, INC.
By: /s/ Kathleen S. Stolar
-----------------------------
Kathleen S. Stolar
Its: Vice President, Secretary
and Associate General Counsel
Date: August 13, 2004
4
EXHIBIT INDEX
Exhibit
Number Description
2.1 Stock and Asset Purchase Agreement by and between Eastman Kodak Company and
ITT Industries, Inc., dated February 8, 2004.
99.1 Press release dated August 13, 2004 issued by ITT Industries, Inc.
5