-----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, BtF+XQrJR4TgZ+AYpxjJhbM/f9N8Yqdmeubh1RWlowTYRScsKNJTq0paXMTq1K5E 48nZOdYR7UVvNA/Nw1Lz0A== 0000009749-98-000050.txt : 19980218 0000009749-98-000050.hdr.sgml : 19980218 ACCESSION NUMBER: 0000009749-98-000050 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: AMEX SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ITT CORP /NV/ CENTRAL INDEX KEY: 0001001149 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS, ROOMING HOUSE, CAMPS & OTHER LODGING PLACES [7000] IRS NUMBER: 880340591 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-44647 FILM NUMBER: 98543844 BUSINESS ADDRESS: STREET 1: 1330 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122581000 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ITT DESTINATIONS INC DATE OF NAME CHANGE: 19950920 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST NEW YORK CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 136180473 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 130 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 130 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10006 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 SC 13G/A 1 ITT CORPORATION 13-G FILING BANKERS TRUST NEW YORK CORPORATION One Bankers Trust Plaza New York, New York 10006 Damian P. Reitemeyer Vice President Telephone: (212) 250-4599 February 17, 1998 Securities and Exchange Commission SEC Document Control 450 Fifth Street, N.W. Washington, DC 20549 Attn: Filing Desk Dear Sirs: Re: Filing of Schedule 13G on ITT Corp. Pursuant to Rule 13d-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, the following is one copy of the Schedule 13G with respect to the common stock of the above referenced corporation. Please acknowledge your receipt of the Schedule 13G filing submission through the EDGAR-Link System software, by E-Mail confirmation. Sincerely, Damian P. Reitemeyer Enclosures SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ITT Corporation _______________________________________ NAME OF ISSUER: Common Stock (No Par Value) _______________________________________ TITLE OF CLASS OF SECURITIES 450912100 _______________________________________ CUSIP NUMBER Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 11 Pages CUSIP No. 450912100 Page 2 of 11 Pages 1.NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust New York Corporation, its wholly-owned subsidiary Bankers Trust Company, as Trustee for various trusts and employee benefit plans, and investment advisor, its wholly-owned subsidiary BT Holdings (New York) Inc. (BT Holdings New York) and its indirect wholly-owned subsidiaries BT Alex.Brown Incorporated (BT Alex.Brown) and Alex.Brown Capital Advisory and Trust Company (BT Alex.Brown Capital Advisory and Trust) 13-6180473 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3.SEC USE ONLY 4.CITIZENSHIP OR PLACE OF ORGANIZATION Bankers Trust New York Corporation, BT Holdings New York and Bankers Trust Company are New York Corporations. BT Alex.Brown is a Delaware Corporation. Alex.Brown Capital Advisory and Trust is a Maryland Corporation. NUMBER OF 5. SOLE VOTING POWER SHARES Bankers Trust New York Corporation 1,222,200 shares Bankers Trust Company 1,243,502 shares BT Holdings New York 30,000 shares BT Alex.Brown 635,000 shares Alex.Brown Capital Advisory and Trust 650 shares 3,131,352 BENEFICIALLY 6. SHARED VOTING POWER OWNED BY Bankers Trust New York Corporation 0 shares Bankers Trust Company 2,000 shares BT Holdings New York 0 shares BT Alex.Brown 0 shares Alex.Brown Capital Advisory and Trust 0 shares 2,000 CUSIP No. 450912100 Page 3 of 11 Pages EACH 7. SOLE DISPOSITIVE POWER REPORTING Bankers Trust New York Corporation 1,222,200 shares Bankers Trust Company 1,803,457 shares BT Holdings New York 30,000 shares BT Alex.Brown 635,000 shares Alex.Brown Capital Advisory and Trust 650 shares 3,691,307 PERSON 8. SHARED DISPOSITIVE POWER WITH Bankers Trust New York Corporation 0 shares Bankers Trust Company 9,866 shares BT Holdings New York 0 shares BT Alex.Brown 0 shares Alex.Brown Capital Advisory and Trust 0 shares 9,866 9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Bankers Trust New York Corporation 1,222,200 shares Bankers Trust Company 1,813,323 shares BT Holdings New York 30,000 shares BT Alex.Brown 635,000 shares Alex.Brown Capital Advisory and Trust 650 shares 3,701,173 10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES * [ ] CUSIP No. 450912100 Page 4 of 11 Pages 11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Bankers Trust New York 1.04% Corporation Bankers Trust Company 1.54% BT Holdings New York 0.03% BT Alex.Brown 0.54% Alex.Brown Capital Advisory and Trust 0.00% 3.15% 12.TYPE OF REPORTING PERSON * Bankers Trust New York Corporation - HC BT Holdings New York - C Bankers Trust Company - BK BT Alex.Brown - BD Alex.Brown Capital & Advisory Trust - Bk DISCLAIMER OF BENEFICIAL OWNERSHIP THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK CORPORATION OR BANKERS TRUST COMPANY, AS TRUSTEE (THE "BANK") IS, FOR THE PURPOSE OF SECTION 13(g) OF THE SECURITIES AND EXCHANGE ACT OF 1934, OR FOR ANY OTHER PURPOSE, THE BENEFICIAL OWNER OF THE SECURITIES SET FORTH IN ITEM 4(a)(ii) HEREOF. Item 1(a) NAME OF ISSUER: ITT Corporation Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1330 Avenue of the Americas New York, New York 10019 CUSIP No. 450912100 Page 5 of 11 Pages Item 2(a) NAME OF PERSON FILING: Bankers Trust New York Corporation,its wholly-owned subsidiaries BT Holdings New York and Bankers Trust Company, as Trustee for various trusts and employee benefit plans, and investment advisor, and its indirect wholly owned subsidiaries: BT Alex.Brown and Alex.Brown Capital Advisory and Trust Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: For Bankers Trust New York Corporation, BT Holdings New York Bankers Trust Company, and BT Alex.Brown 130 Liberty Street New York, New York 10006 For Alex.Brown Capital Advisory and Trust 19 South Street Baltimore, Maryland 21202 Item 2(c) CITIZENSHIP: Bankers Trust New York Corporation, BT Holdings New York and Bankers Trust Company are New York Corporations. BT Alex.Brown is a Delaware corporation. Alex.Brown Capital and Advisory and Trust is a Maryland Corporation. Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock (No Par Value) of ITT Corporation Item 2(e) CUSIP NUMBER: 450912100 CUSIP No. 450912100 Page 6 of 11 Pages Item 3 THE PERSON FILING IS A: For Bankers Trust New York Corporation (g) [X] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) For Bankers Trust Company (b) [X] Bank as defined in section 3(a)(6) of the Act. For BT Alex.Brown (a) [X] Broker or dealer registered under Section 15 of the Act. For Alex.Brown Capital Advisory and Trust (b) [X] Bank as defined in section 3(a)(6) of the Act. Item 4 OWNERSHIP: (a) Amount Beneficially Owned: As of December 31, 1997 (I) Bankers Trust New York Corporation 1,222,200 shares Bankers Trust Company 1,813,323 shares BT Holdings New York 30,000 shares BT Alex.Brown 635,000 shares Alex.Brown Capital Advisory and Trust 650 shares 3,701,173 (ii) Bankers Trust Company was also the record owner of 4,956,353 shares as Trustee of Companys various stock ownership plans (Plan)with respect to which the bank disclaims beneficial ownership. CUSIP No. 450912100 Page 7 of 11 Pages The Plan states that each Plan participant shall have the right to direct the manner in which shares of common stock shall be voted at all stockholders' meetings. The Department of Labor has expressed the view that, under certain circumstances, ERISA may require the Trustee to vote shares which are not allocated to participants' accounts and unvoted shares. Since, in the view of the Bank and Bankers Trust New York Corporation, such voting power is merely a residual power based upon the occurrence of an unlikely contingency and is not a sole or shared power to vote the securities, the Bank and Bankers Trust New York Corporation hereby disclaim beneficial ownership of such securities. (b) PERCENT OF CLASS: The common stock described in Item 4(a) above as to which the Bankers Trust New York Corporation acknowledges beneficial ownership constitutes 3.15% of the Issuers outstanding Common Stock. The common stock as to which the Bank and Bankers Trust Corporation disclaims beneficial ownership constitutes 4.23% of the Issuers outstanding Common Stock. CUSIP No. 450912100 Page 8 of 11 Pages (c) Number of shares as to which the Bank has: (i) sole power to vote or to direct the vote - Bankers Trust New York Corporation 1,222,200 shares Bankers Trust Company 1,243,502 shares BT Holdings New York 30,000 shares BT Alex.Brown 635,000 shares Alex.Brown Capital Advisory and Trust 650 shares 3,131,352 (ii) shared power to vote or to direct the vote - Bankers Trust New York Corporation 0 shares Bankers Trust Company 2,000 shares BT Holdings New York 0 shares BT Alex.Brown 0 shares Alex.Brown Capital Advisory and Trust 0 shares 2,000 (iii) sole power to dispose or to direct the disposition of - Bankers Trust New York Corporation 1,222,200 shares Bankers Trust Company 1,803,457 shares BT Holdings New York 30,000 shares BT Alex.Brown 635,000 shares Alex.Brown Capital Advisory and Trust 650 shares 3,691,307 CUSIP No. 450912100 Page 9 of 11 Pages (iv) shared power to dispose or to direct the disposition of - Bankers Trust New York Corporation 0 shares Bankers Trust Company 9,866 shares BT Holdings New York 0 shares BT Alex.Brown 0 shares Alex.Brown Capital Advisory and Trust 0 shares 9,866 Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: The Issuer's Plan and various trusts, and employee benefit plans for which the Bank serves as Trustee, and accounts for which the Bank serves as investment advisor, have the right to receive and/or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: See Item 3 above. Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable. Item 9 NOTICE OF DISSOLUTION OF GROUP: Not Applicable CUSIP No. 450912100 Page 10 of 11 Pages Item 10 CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: as of December 31, 1997 Signature: Bankers Trust New York Corporation By: /s/James T. Byrne, Jr. Name: James T. Byrne, Jr. Title: Secretary Signature: Bankers Trust Company, as Trustee for various trusts, and employee benefit plans, and investment advisor. By: /s/James T. Byrne, Jr. Name: James T. Byrne, Jr. Title: Secretary CUSIP No. 450912100 Page 11 of 11 Pages Signature: BT Alex.Brown By: /s/ James T. Byrne, Jr. Name: James T. Byrne, Jr. Title: Secretary Signature: Alex.Brown Capital Advisory and Trust By: /s/ Gregg Hawes Name: Gregg Hawes Title: Secretary Signature: BT Holdings (New York) Inc. By: /s/ Gordon S. Calder, Jr. Name: Gordon S. Calder, Jr. Title: Secretary EXHIBIT TO ITEM 7 The chain of ownership from Bankers Trust New York Corporation to Bankers Trust Company and BT Holdings New York is shown below: Bankers Trust New York Corporation _________________________________________________________ | | 100% 100% | | Bankers Trust Company BT Holdings New York Exhibit to Item 7 The chain of ownership from Bankers Trust New York Corporation to BT Alex. Brown and Alex. Brown Capital Advisory and Trust is shown below: Bankers Trust New York Corporation | | 100% | | BT Alex.Brown Holdings Incorporated | _________________________|________________ | | | | 100% 100% | | | | Alex. Brown Financial Corporation BT Alex. Brown Incorporated | | 100% | | Alex. Brown Asset Management Incorporated | | 100% | | Alex. Brown Capital Advisory and Trust Company -----END PRIVACY-ENHANCED MESSAGE-----