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:
October
15, 2012
(Date
of earliest event reported)
ITT
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Indiana |
1-5672 |
13-5158950 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
1133 Westchester Avenue White Plains, New York (Address of principal executive offices)
10604 (Zip Code) |
|
(914) 641-2000 Registrant’s telephone number, including area code: |
Not Applicable
Former name or former address, if changed since
last report
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:
⃞ 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))
Item 1.01 Entry into a Material Definitive Agreement.
On October 15, 2012, ITT Corporation (“ITT” or the “Company”) entered into an agreement (the “Acquisition Agreement”) with Joh. Heinr. Bornemann GmbH (“Bornemann Pumps”) pursuant to which ITT will acquire all the issued and outstanding stock of Bornemann Pumps for €206 million. Founded in 1853 in Obernkirchen, Germany, Bornemann Pumps is a global market leader with a strong international installed base of multiphase pumping systems for the oil and gas market. The company also serves the industrial, food and pharmaceutical sectors. Bornemann Pumps has an estimated fiscal 2012 revenue of €115 million and employs more than 550 employees globally.
The acquisition will be funded from the company’s cash and is expected to close in the fourth quarter of 2012, subject to customary closing conditions, including the attainment of appropriate regulatory approvals.
The Acquisition Agreement is in the German language. The foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement, a translation of which ITT intends to file as an exhibit to a later filing with the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release, dated October 15, 2012, issued by the Company announcing the Acquisition Agreement described above. This press release shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release issued by ITT Corporation, dated October 15, 2012 |
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 CORPORATION | ||||||
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(Registrant) |
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October 15, 2012 |
By: |
/s/ Burt M. Fealing |
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Name: |
Burt M. Fealing |
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Title: |
Senior Vice President, General Counsel and Secretary |
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(Authorized Officer of Registrant) |
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Exhibit 99.1
ITT to Acquire Bornemann Pumps
Strategic acquisition expands ITT’s portfolio of highly-engineered pumps, systems and aftermarket capabilities for global oil and gas and other attractive end markets
WHITE PLAINS, N.Y.--(BUSINESS WIRE)--October 15, 2012--ITT Corporation (NYSE: ITT) announced today it has signed an agreement to acquire Joh. Heinr. Bornemann GmbH (Bornemann Pumps), a leading global provider of highly engineered pumps and systems for the oil and gas industry that is known for its leading edge technologies.
“The acquisition of Bornemann Pumps would unlock powerful new opportunities for ITT to expand into new markets within the global oil and gas industry,” said Denise Ramos, chief executive officer and president. “The addition of Bornemann’s positive displacement technology would broaden our capabilities while further positioning ITT as a leader in this key end market and enhancing our ability to serve customers through expanded global operational and service platforms.”
Robert J. Pagano Jr., president of ITT’s Industrial Process business, said, “Bornemann’s twin-screw technology and multiphase applications experience would align strategically with the Industrial Process business, complement our Goulds Pumps brand and expand ITT’s presence in upstream oil and gas production.
“The acquisition would also bring together two companies with strong aftermarket and emerging market focus, as well as management teams and employees with shared values and a commitment to quality, performance and customer satisfaction. We look forward to the opportunity to continue to build on the foundation Bornemann has established and to being a part of the Obernkirchen community.”
Headquartered in Germany, Bornemann Pumps is a global market leader with a strong international installed base of multiphase pumping systems for the oil and gas market. The company also serves the industrial, food and pharmaceutical sectors. Founded in 1853, Bornemann has a solid record of growth with estimated fiscal 2012 revenue of €115 million and employs more than 550 employees globally.
The transaction, valued at €206 million, would be funded from the company’s cash and is expected to close in the fourth quarter of 2012, subject to customary closing conditions, including appropriate regulatory approvals.
Additional information related to the acquisition has been posted to ITT’s website at www.itt.com\IR.
About ITT
ITT (NYSE: ITT) is a diversified leading manufacturer of highly engineered critical components and customized technology solutions for growing industrial end-markets in energy infrastructure, electronics, aerospace and transportation. Building on its heritage of innovation, ITT partners with its customers to deliver enduring solutions to the key industries that underpin our modern way of life. Founded in 1920, ITT is headquartered in White Plains, N.Y., with employees in more than 15 countries and sales in more than 125 countries. The company generated 2011 revenues of approximately $2 billion.
CONTACT:
ITT Corporation
Investors:
Melissa Trombetta,
+1 914-641-2030
melissa.trombetta@itt.com
or
Media:
Kathleen
Bark, +1 914-641-2103
kathleen.bark@itt.com