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): March 22, 2002
ITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Indiana 1-5627 13-5158950
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
organization)
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
(Former name or former address if changed since last report)
ITEM 4. Changes in Registrant's Certifying Accountant
On March 22, 2002, upon the recommendation of the Audit Committee, the Board of
Directors of the Company approved the dismissal of Arthur Andersen LLP ("Arthur
Andersen") as the Company's independent auditors following the 2001 audit and
the selection of Deloitte & Touche LLP as independent auditors for 2002. The
appointment of Deloitte & Touche LLP is subject to shareholder ratification at
the Company's Annual Meeting of Shareholders to be held on May 7, 2002. In order
to ensure an orderly transition of auditors, the Company intends to continue to
use Arthur Andersen for certain services during the remainder of 2002.
In connection with the audits for the two most recent fiscal years and through
March 22, 2002, there have been no disagreements with Arthur Andersen on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Arthur Andersen, would have caused Arthur Andersen to make
reference thereto in its report on the financial statements of the Company for
such time periods. Also, during those time periods, there have been no
"reportable events," as such term is used in Item 304(a)(1)(v) of Regulation
S-K.
Arthur Andersen's reports on the financial statements of the Company for the
last two years neither contained an adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles.
The Company provided Arthur Andersen a copy of this Current Report on Form 8-K
prior to its filing with the Securities and Exchange Commission (the
"Commission"). Arthur Andersen has provided the Company with a letter, addressed
to the Commission, which is filed as an exhibit to this Current Report on Form
8-K.
During the Company's two most recent fiscal years ended December 31, 2001, and
the subsequent interim period through March 22, 2002, the Company did not
consult with Deloitte & Touche LLP regarding any of the matters or events set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
16 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission, dated March 26, 2002.
SIGNATURES
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/ Robert W. Beicke
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Robert W. Beicke
Its: Vice President, Associate General
Counsel and Assistant Secretary
Date: March 26, 2002