December 6, 1996
RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF
CORPORATION FINANCE
Re: ITT Corporation (the "Company")
Incoming letter dated November 12, 1996
Based on the facts
presented, and noting in particular that the registration statement would
present the same information in an equally prominent manner, the Division would
not object to the described manner of satisfying the requirements of Items
502(a) and (c) of Regulation S-K.
The Division concurs in your view that
the identification of the Company's web site in the registration statement
and the statement "our SEC filings are also available to the public on from our
web
site" will not, by itself, include or incorporate by reference any information
into the registration statement which is included or hot linked to the Company's
regular web
site but is not otherwise incorporated by reference into the registration
statement. This position is limited to the question raised in your letter
regarding incorporation by reference of information on the web site and does not address any other
federal securities law issues that may arise through [*2] publication of information on the web
site.
Because these positions are based on the representations made to
the Division in your letter, it should be noted that any different facts or
conditions might require a different conclusion.
Sincerely,
Martin P. Dunn
Chief Counsel
INQUIRY-1:
ITT Corporation
1330
Avenue of the Americas, New York, NY 10019-5490
Telephone (212) 258-1742
Facsimile (212) 258-1463
November 12, 1996
VIA FACSIMILE
(202) 942-9525
Mr. William E. Morley
Associate Director, Legal
Division of Corporation Finance
450 Fifth
Avenue, N.W.
Washington, D.C. 20549
Re: ITT Corporation Universal Shelf
Registration Statement No. 333-07221
Dear
Mr. Morley:
As part of the "plain english" pilot program, we have been
drafting our 1933 Act documents so they can be read more easily by the investing
public. Today, we filed Amendment No. 1 to Registration No. 33-63445 in a "plain
english" format. While the prospectus to that registration statement presents
the same information in an equally prominent manner and contains all relevant
information, it does not conform to Sections 501 and 502 of Regulation SK. You
have given [*3] us prior
relief from these sections with respect to certain required legends when we
filed our prospectus supplement earlier today and we ask you to confirm that
such relief is available for this registration statement. In addition to the
prior relief, for this registration statement, we request relief from the
following:
a) Section 502 (a) and (c) which requires the "Available Information" and the "Incorporation by Reference" sections to appear on the inside front cover of the prospectus. Please note that in our registration statement we combined these sections into one section entitled "Where You Can Find More Information".
b) While Section 502(a)(2) requires disclosure of the SEC's web site, it does not mandate disclosure of ITT's web site. In addition to the required information, we have included language that directs readers to our regular web site. Please confirm that including the language "Our SEC fillings are also available to the public from our web site" will not inadvertently include or incorporate any information into this registration statement which is included or hot linked to our regular web site. We understand that your response does not address the applicable [*4] federal securities laws to the information published on our regular web site but is limited to our request that by directing readers to our web site, we are not incorporating by reference the web site information into our registration statement. Please note that we have already independently incorporated all 1934 Act filings into this registration statement.
I would appreciate it if you would fax your response to
me at (212) 258-1463 with a copy to Mr. George W. Bilicic, Jr., Cravath, Swaine
& Moore, fax number (212) 474-3700.
Thank you for your assistance. I
can be reached at (212) 258-1742 if you have any questions on this matter.
Very truly yours,
Margaret M. Foran