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): October 11, 2007
ITT CORPORATION
(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 (Zip Code)
executive offices)
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 8.01 Other Events
On October 11, 2007, ITT Corporation entered into an Administrative
Compliance Agreement with the United States Army on behalf of the U.S.
Government (the "Administrative Compliance Agreement"). The Administrative
Compliance Agreement requires ITT Corporation to take certain remedial actions,
including implementing certain compliance programs and appointing an independent
monitor for the oversight of ITT Corporation's compliance with the
Administrative Compliance Agreement, as described in more detail therein. A copy
of the Administrative Compliance Agreement is filed as Exhibit 99.1 to this
report and incorporated herein by reference. The Administrative Compliance
Agreement relates to a Plea Agreement and a Deferred Prosecution Agreement ITT
Corporation had previously entered into in connection with the settlement of a
Department of Justice investigation which began in 2001 regarding ITT Night
Vision's compliance with the International Traffic and Arms Regulations. The
Plea Agreement and the Deferred Prosecution Agreement are described in more
detail in, and attached as exhibits to, the Current Report on Form 8-K filed by
ITT Corporation with the Securities and Exchange Commission on March 30, 2007
and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Administrative Compliance Agreement dated October 11, 2007 between ITT
Corporation and the United States Army on behalf of the U.S.
Government in furtherance of the Department of Justice settlement
(including Attachment 3).
99.2 Plea Agreement filed March 28, 2007 between ITT Corporation and the
United States Attorney's Office for the Western District of Virginia
on behalf of the United States (Attachment 2 to Exhibit 99.1 filed
herewith) (incorporated by reference to Exhibit 99.3 to ITT
Corporation's Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 30, 2007).
99.3 Deferred Prosecution Agreement filed March 28, 2007 between ITT
Corporation and the United States Attorney's Office for the Western
District of Virginia on behalf of the United States (including
Appendix A--Statement of Facts; and Appendix B--Remedial Action Plan)
(Attachment 1 to Exhibit 99.1 filed herewith) (incorporated by
reference to Exhibit 99.4 to ITT Corporation's Current Report on Form
8-K filed with the Securities and Exchange Commission on March 30,
2007).
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 CORPORATION
By: /s/ Kathleen S. Stolar
-----------------------------------
Kathleen S. Stolar
Its: Vice President, Secretary
and Associate General Counsel
Date: October 12, 2007
3
EXHIBIT INDEX
99.1 Administrative Compliance Agreement dated October 11, 2007 between ITT
Corporation and the United States Army on behalf of the U.S.
Government in furtherance of the Department of Justice settlement
(including Attachment 3).
99.2 Plea Agreement filed March 28, 2007 between ITT Corporation and the
United States Attorney's Office for the Western District of Virginia
on behalf of the United States (Attachment 2 to Exhibit 99.1 filed
herewith) (incorporated by reference to Exhibit 99.3 to ITT
Corporation's Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 30, 2007).
99.3 Deferred Prosecution Agreement filed March 28, 2007 between ITT
Corporation and the United States Attorney's Office for the Western
District of Virginia on behalf of the United States (including
Appendix A--Statement of Facts; and Appendix B--Remedial Action Plan)
(Attachment 1 to Exhibit 99.1 filed herewith) (incorporated by
reference to Exhibit 99.4 to ITT Corporation's Current Report on Form
8-K filed with the Securities and Exchange Commission on March 30,
2007).
4