DEFA14A
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Rule 14a-12 |
ITT CORPORATION
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing. |
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Amount previously paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed |
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ITT Defense
1650 Tysons Boulevard
Suite 1700
McLean,VA 22102
tel 703 790 6300
fax 703 790 6365 |
November 20, 2007
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To:
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Employees of EDO Corporation |
From:
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Steve Gaffney, President, ITT Defense |
As president of ITT Defense, I want to share with you the excitement we feel about the
prospect of combining our defense business with the EDO Corporation. We have long recognized EDO as
a leader in advanced military technologies and services, and believe that the combination of our
two strong teams will create an exciting and rewarding future for us all.
ITT and EDO are both successful companies with proud histories. We both take pride in our
engineering strength and our support of the customers mission. We both have strong value systems
that guide the way we do business. I believe that bringing the two companies together, with our
complementary capabilities in electronic warfare, communications, intelligence and services, along
with new capabilities in integrated structures and undersea warfare, will enable us to better
support the transformational needs of the military. Our combined broad customer base will allow us
to take our technologies to new markets to create a stronger, growing company- this really is all
about growth! We have shared this story with ITT employees in our companys internal news magazine
called In Our Hands. You can read this story online at
www.itt.com/downloads/ioh2007_fall_engl.pdf by scrolling to page 5.
Since we announced our offer to combine our companies, ITT Corp. CEO Steve Loranger and I have had
the pleasure of meeting some of EDOs leaders, and last week we began visiting EDO employees at
some of your facilities in New York, Utah and California. Everywhere we have visited weve been
impressed by the pride and enthusiasm of your colleagues. These informal meetings have been
invaluable in starting to establish the mutual trust we will need to be successful once the
transaction is approved.
We must wait for the remaining regulatory and EDO shareholder approvals to complete the
transaction. In the meantime, I can tell you that everyone at ITT Defense is eagerly anticipating
the time when we can join with you to work as One Team with One Mission. I believe that this
combination will bring new opportunities for EDO and ITT employees and customers. Together, we will
create a very exciting future.
Steve
This communication is being made in respect of the proposed merger involving EDO and ITT
Corporation. In connection with the proposed merger, EDO filed a definitive proxy statement with
the U.S. Securities and Exchange Commission (the SEC), a copy of which was mailed to the
shareholders of EDO. Before making any voting decision, EDOS SHAREHOLDERS ARE URGED TO READ THE
PROXY STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS
FILED BY EDO WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
EDOs shareholders may obtain, without charge, a copy of the proxy statement and other relevant
documents filed with the SEC from the SECs website at www.sec.gov. EDOs shareholders may obtain,
without charge, a copy of the proxy statement and other relevant documents by directing a request
by mail or telephone to EDO Corporation, 60 East 42nd Street, 42nd Floor, New York, NY 10165,
telephone: 212-716 2000, or from EDOs website, www.edocorp.com.
EDO and its directors and executive officers may be deemed to be participants in the solicitation
of proxies from EDOs shareholders with respect to the proposed merger. Information regarding EDOs
directors and executive officers and their ownership of EDO common stock is set forth in EDOs
annual report on Form 10-K for the fiscal year ended December 31, 2006, which was filed on March 8,
2007, and EDOs proxy statement for EDOs 2007 Annual Meeting of Shareholders, which was filed on
April 30, 2007. Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, is contained
in the proxy statement and other relevant documents regarding the proposed merger.