-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O4VnVhyuv2PEmPQAPaRaILyCMnogk5+dygA+JUVB1FusUyus8dRWoaqz5CeiOTNR SKWoTEOWlPAkqg35DdXX9g== 0001157523-07-010664.txt : 20071102 0001157523-07-010664.hdr.sgml : 20071102 20071102152159 ACCESSION NUMBER: 0001157523-07-010664 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071102 DATE AS OF CHANGE: 20071102 EFFECTIVENESS DATE: 20071102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDO CORP CENTRAL INDEX KEY: 0000031617 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 110707740 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03985 FILM NUMBER: 071210348 BUSINESS ADDRESS: STREET 1: 60 EAST 42ND STREET STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 2127162000 MAIL ADDRESS: STREET 1: 60 EAST 42ND STREET STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10165 DEFA14A 1 a5536242.txt EDO CORP. 8-K 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 2, 2007 ------------------------------ EDO Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 3812 11-0707740 - -------------------------------------------------------------------------------- (State of incorporation) (Primary Standard Industrial (IRS Employer Classification Code Number) Identification No.) 60 East 42nd Street 42nd Floor New York, NY 10165 (212) 716-2000 - -------------------------------------------------------------------------------- (Address Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [X] 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 8.01. Other Events. On November 2, 2007, EDO Corporation, a New York corporation (the "Company"), issued a press release announcing that it has set a date for a special meeting of its shareholders to consider and vote on a proposal to approve and adopt the previously announced definitive Agreement and Plan of Merger, dated as of September 16, 2007 (the "Merger Agreement"), among the Company, ITT Corporation, an Indiana corporation ("ITT"), and Donatello Acquisition Corp., a New York corporations and a wholly-owned subsidiary of ITT ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as a surviving corporation and a wholly-owned subsidiary of ITT. The special meeting of shareholders will be held on December 18, 2007. All holders of record of the Company's common shares at the close of business on November 2, 2007, the record date for the special meeting, will be entitled to notice of and to vote at the special meeting. Additional Information and Where to Find It In connection with the Merger, the Company filed with the Securities and Exchange Commission (the "SEC") a preliminary proxy statement on October 23, 2007. The Company intends to file with the SEC a definitive proxy statement and other relevant materials on or about November 5, 2007. The definitive proxy statement will be mailed to the shareholders of record of the Company at the close of business on the record date for the special meeting. Shareholders of the Company are urged to read the definitive proxy statement and other relevant materials carefully because they will contain important information about the Company and the Merger. Shareholders, investors and other interested parties may obtain a free copy of the definitive proxy statement and any other relevant documents (when they become available) that the Company files with the SEC at the SEC's web site at www.sec.gov. The definitive proxy statement and any other relevant documents may also be accessed at www.edocorp.com or obtained free from the Company by directing a request to EDO Corporation, 60 East 42nd Street, 42nd Floor, New York, NY 10165, Attn: Investor Relations. Information Regarding Participants in the Solicitation The Company, its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's shareholders in connection with the Merger. Information regarding the officers and directors of the Company, including the interests of such individuals in the Merger, is set forth in the preliminary proxy statement filed by the Company with the SEC on October 23, 2007 and will be set forth in the definitive proxy statement and other relevant materials to be filed by the Company with the SEC in connection with the Merger. In addition, ITT may be deemed to be a participant in the solicitation of proxies from the Company's shareholders in connection with the Merger. Information regarding ITT's directors and executive officers is set forth in ITT's annual report on Form 10-K for the fiscal year ended December 31, 2006 and ITT's proxy statement for ITT's 2007 annual meeting of shareholders. These documents are available free of charge at the SEC's web site at www.sec.gov and may also be accessed at ITT's investor relations page on its corporate website at www.itt.com. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit 99.1 Press release of the Company issued on November 2, 2007. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: November 2, 2007 EDO CORPORATION By: /s/ Lisa M. Palumbo ------------------------------ Name: Lisa M. Palumbo Title: Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release of the Company issued on November 2, 2007. EX-99.1 2 a5536242ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 EDO Corporation Schedules Special Meeting of Shareholders to Vote on Merger Agreement with ITT Corporation NEW YORK--(BUSINESS WIRE)--Nov. 2, 2007--EDO Corporation (NYSE: EDO) has set a date for a special meeting of its shareholders to consider and vote on a proposal to approve and adopt the previously announced definitive Agreement and Plan of Merger, dated as of September 16, 2007, among EDO, ITT Corporation (NYSE: ITT) and Donatello Acquisition Corp., a wholly-owned subsidiary of ITT. Pursuant to the Merger Agreement, Donatello Acquisition Corp. will merge with and into EDO, with EDO continuing as a surviving corporation and a wholly-owned subsidiary of ITT. The special meeting of shareholders will be held on December 18, 2007. All holders of record of EDO common shares at the close of business on November 2, 2007, the record date for the special meeting, will be entitled to notice of and to vote at the special meeting. The consummation of the merger will constitute a "Make Whole Change of Control," as defined in the First Supplemental Indenture, dated as of November 21, 2005, between EDO and HSBC Bank USA, National Association, as trustee, with respect to the company's 4% Convertible Senior Subordinated Notes Due 2025. The consummation of the merger will also constitute a "Public Acquirer Change of Control," as defined in the First Supplemental Indenture. EDO has elected not to have the Notes convert into ITT common stock pursuant to Section 5.10(d) of the First Supplemental Indenture. Following the consummation of the merger, the Notes will be convertible solely into cash. In accordance with Section 5.10(c) of the First Supplemental Indenture, EDO intends to mail a written notice of the merger to holders of the Notes on or about November 5, 2007. Additional Information and Where to Find It In connection with the merger, EDO filed with the Securities and Exchange Commission (the "SEC") a preliminary proxy statement on October 23, 2007. The company intends to file with the SEC a definitive proxy statement and other relevant materials on or about November 5, 2007. The definitive proxy statement will be mailed to the shareholders of record of the company at the close of business on the record date for the special meeting. Shareholders are urged to read the definitive proxy statement and other relevant materials carefully because they will contain important information about the company and the merger. Shareholders, investors and other interested parties may obtain a copy of the definitive proxy statement and any other relevant documents (when they become available) that the company files with the SEC at the SEC's web site at www.sec.gov. The definitive proxy statement and any other relevant documents may also be accessed at www.edocorp.com or obtained free by directing a request to EDO Corporation, 60 East 42nd Street, 42nd Floor, New York, NY 10165, Attn: Investor Relations. Information Regarding Participants in the Solicitation The company, its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the merger. Information regarding the officers and directors of the company, including the interests of such individuals in the merger, is set forth in the preliminary proxy statement filed by the company with the SEC on October 23, 2007 and will be set forth in the definitive proxy statement and other relevant materials to be filed by the company with the SEC in connection with the merger. In addition, ITT may be deemed to be a participant in the solicitation of proxies from EDO's shareholders in connection with the merger. Information regarding ITT's directors and executive officers is set forth in ITT's annual report on Form 10-K for the fiscal year ended December 31, 2006 and ITT's proxy statement for ITT's 2007 annual meeting of shareholders. These documents are available free of charge at the SEC's web site at www.sec.gov and may also be accessed at ITT's investor relations page on its corporate website at www.itt.com. Information About EDO Corporation EDO is a New York corporation that designs and manufactures a diverse range of products for the aerospace, defense, intelligence and commercial markets and provides related engineering and professional services. The company currently employs approximately 4,000 people. EDO's principal offices are located at 60 East 42nd Street, 42nd Floor, New York, NY 10165, and its telephone number is (212) 716-2000. Information About ITT Corporation ITT, an Indiana corporation, is a global multi-industry company engaged in the design and manufacture of a wide range of engineered products and related services. ITT's principal executive offices are located at 4 West Red Oak Lane, White Plains, NY 10604, and its telephone number is (914) 614-2000. Forward Looking Statements This press release contains forward-looking statements, including statements concerning the Company's possible or assumed future results of operations, the expected completion and timing of the Merger, and other information relating to the Company or the Merger. These forward-looking statements involve known and unknown risks and uncertainties. Actual events or results may differ materially from those expressed or implied in these forward-looking statements as a result of various factors. These factors include, among other things, the occurrence of any event or circumstance that could result in the termination of the Merger Agreement, the outcome of any legal proceedings relating to the Merger, the failure of the Merger to be completed for any reason, and other risks detailed in the preliminary proxy statement filed by the Company with the SEC on October 23, 2007. All forward-looking statements contained in this press release speak only as of the date on which the statements were made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements contained in this press release, or in any documents referred to in this press release, as a result of new information, future events or otherwise, except as required by law. CONTACT: EDO Corporation William A. Walkowiak, CFA, 212-716-2038 Vice President of Investor Relations ir@edocorp.com or Media Relations Sara Banda, 212-716-2071 media@edocorp.com -----END PRIVACY-ENHANCED MESSAGE-----