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): July 1, 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 (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 1.01 Entry into a Material Definitive Agreement
On May 31, 2005, the Company and George E. Minnich entered into a letter
agreement (the "George E. Minnich Letter Agreement") to be effective as of July
1, 2005, conditioned upon compliance with the Company's standard employment
policies. A copy of the summary of final terms for the George E. Minnich Letter
Agreement is filed with this report as Exhibit 99.1. The George E. Minnich
Letter Agreement will be filed as an exhibit to the Company's next quarterly
report on Form 10-Q.
The material terms and conditions of the George E. Minnich Letter Agreement
provide for, among other things, annual base salary, annual incentive, long-term
incentive awards, restricted stock awards, automobile allowance, relocation
benefits, severance, participation in the Company's various salaried benefit
programs upon satisfaction of participation conditions, group accident insurance
and vacation allowance in accordance with Company policy.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On June 6, 2005 the Company issued a press release and reported on Form 8-K that
George E. Minnich was expected to join the Company effective July 1, 2005 as its
Senior Vice President and Chief Financial Officer. The Company also reported
that Edward W. Williams would resign from his position as Chief Financial
Officer effective July 1, 2005. Mr. Minnich joined the Company on July 1, 2005
and was elected Senior Vice President and Chief Financial Officer effective as
of July 1, 2005. Mr. Williams resigned from his position as Chief Financial
Officer effective July 1, 2005.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Summary of Final Terms: George E. Minnich Letter Agreement
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: July 1, 2005