SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
þ Soliciting Material Pursuant to Rule 14a-12
ITT CORPORATION
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
þ |
|
No fee required. |
|
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
1. |
|
Title of each class of securities to which transaction applies: |
|
|
2. |
|
Aggregate number of securities to which transaction applies: |
|
|
3. |
|
Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined): |
|
|
4. |
|
Proposed maximum aggregate value of transaction:
|
|
|
5. |
|
Total fee paid: |
|
o |
|
Fee paid previously with preliminary materials:
|
|
|
o |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing. |
|
1. |
|
Amount previously paid: |
|
|
2. |
|
Form, Schedule or Registration Statement No.: |
|
|
3. |
|
Filing Party: |
|
|
4. |
|
Date Filed |
Our journey together is about to enter a new phase with the combination of
ITT Defense and the EDO Corporation, a leader in advanced military technologies
and services. Since we announced our intent to buy EDO in September, Ive
thought a lot about the opportunities that this will provide to create an
exciting and rewarding shared future. It really is all about growth!
Combining ITT and EDOs strong teams and complementary capabilities will allow
us to grow our existing business, take our technologies to new markets, and
better meet the transformational needs of our military customers. Teams
throughout the Value Centers have already begun planning for the combination,
and I want to take this opportunity to give you an update on our progress.
We are waiting to receive all regulatory approvals which will allow us to
continue moving forward with the transaction. The next milestone will be the
EDO shareholder vote, scheduled for December 18. If shareholders approve our
offer, we will complete the acquisition either in late December or early
January. Once that happens, we can begin bringing the ITT and EDO teams
together as one and execute our growth strategy.
In the meantime, I have had the opportunity recently to meet some of EDOs key
leaders. I am impressed with their expertise and enthusiasm. Starting this
week, other ITT leaders and I will be meeting with more EDO employees at some
of their larger facilities around the U.S. These meetings are informal, and
are designed to begin building a business relationship and foster the
relational capacity we will need to be successful. It is critical that we
get to know each other and start to build trust before we officially begin our
journey together. It is on this foundation of mutual trust and respect that we
will create our shared future.
The coming weeks will be busy as we work to close the year and move the EDO
transaction towards a successful conclusion. Some of you may be called upon to
help with planning. As always, it is critical that we maintain our focus on
the mission and deliver superior performance for our customers.
Please join me in making a difference for our company, our customers and each
other. Working as One Team One Mission, building trust and living our
values, I am confident that we can unlock tremendous value, and create exciting
opportunities for EDO and ITT employees and customers. Together, I believe we
can accomplish anything.
I am committed to your success.
Steve