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): November 10, 2005
ITT INDUSTRIES, INC.
(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 executive offices) (Zip Code)
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 10, 2005, ITT Industries, Inc., as borrower, entered into a
Five-Year Competitive Advance and Revolving Credit Facility Agreement (the
"Agreement"), a senior unsecured revolving credit facility in an aggregate
principal amount of up to $1,250,000,000, with a syndicate of lenders arranged
by J.P. Morgan Securities Inc., as Sole Lead Arranger, JPMorgan Chase Bank,
N.A., as Administrative Agent, Deutsche Bank Securities Inc., Citibank N.A. and
The Bank of Tokyo-Mitsubishi Ltd., New York Branch, as Syndication Agents, and
Societe Generale, as Documentation Agent. The Agreement provides for increases
of up to $500,000,000 for a possible maximum total of $1,750,000,000 in
aggregate principal amount at the request of the Company and with the consent of
the institutions providing such increased commitments. The Agreement replaces
the Company's Five-Year Competitive Advance and Revolving Credit Facility
Agreement dated as of November 10, 2000, which expired on November 10, 2005. A
copy of the Agreement is filed with this report as Exhibit 10.1.
Two borrowing options are available under the Agreement: (i) a competitive
advance option and (ii) a revolving credit option. The interest rates for the
competitive advance option will be obtained from bids in accordance with
competitive auction procedures. The interest rates under the revolving credit
option will be based either on LIBOR plus spreads, which reflect the Company's
debt ratings, or on the Administrative Agent's Alternative Base Rate. Borrowings
under the Agreement are available upon customary terms and conditions for
facilities of this type, including a requirement to maintain a ratio of
consolidated EBITDA to consolidated interest expense to be not less than 3.5 to
1.0. The proceeds of the borrowings will be used for working capital and other
general corporate purposes, including commercial paper backup.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information set forth in Item 1.01 is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
10.1 Five-Year Competitive Advance and Revolving Credit Facility Agreement
dated as of November 10, 2005, among ITT Industries, Inc. and other
parties signatory thereto.
-2-
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: November 10, 2005
-3-