ITT Corporation

ITT Industries and Goulds Pumps, Inc. Agree to $815 Million Cash Merger; Company Will Be World's Largest Producer of Pumps

    4/21/1997

        WHITE PLAINS, N.Y., April 21 /PRNewswire/ -- ITT Industries, Inc.
    (NYSE: IIN) and Goulds Pumps, Incorporated (Nasdaq: GULD) announced today that
    both companies' boards of directors have approved a definitive agreement under
    which ITT Industries will acquire Goulds for $37 a share or approximately
    $815 million in cash, plus assumption of $119 million of Goulds' debt.  Under
    the agreement, a cash tender offer will be commenced by a wholly owned
    subsidiary of ITT Industries no later than April 25, 1997 to acquire all of
    the outstanding shares of Goulds.
        The tender offer will be subject to the valid tender of Goulds' shares
    representing a majority of the voting power of Goulds, the expiration of
    waiting periods under applicable antitrust and competition laws, and other
    customary closing conditions.  The tender offer is expected to be completed in
    June.
        "This combination will create the world's largest pump producer and
    contribute significant efficiencies for both growth and cost improvement,"
    said Travis Engen, chairman president and chief executive of ITT Industries.
    "It increases our participation in one of our most profitable and fastest-
    growing business segments.  Once the acquisition is completed, our fluid
    technology business will represent more than 20 percent of sales and over
    25 percent of operating income, creating a global leader in a growing industry
    that is beginning to consolidate.  We expect the acquisition to enhance
    earnings growth, with an accretive impact in its first full year and
    significant contributions thereafter.  This transaction is the most dramatic
    step to date in our long-term strategy of building shareholder value."
        "We are pleased that ITT Industries recognizes Goulds' proud history, our
    strong name and many gains we have recently achieved," said Goulds' chairman
    and chief executive officer, Thomas C. McDermott.  "Goulds and ITT Industries
    will be an important combination.  We look forward to working with ITT
    Industries' management team in taking full advantage of the opportunities
    created through our combined capabilities."
    
        Benefits for Growth and Cost Improvement
        "This is a superb fit," Mr. Engen emphasized.  "On the revenue side, the
    products of ITT Industries' fluid technology business and Goulds complement
    each other perfectly.  For example, Goulds is one of the leading producers of
    pumps for the industrial sector while ITT Industries is a world leader in
    submersible pumps for municipal water treatment worldwide.  The cost benefits
    available in this combination flow from greater economies in purchasing,
    manufacturing, marketing and sales, R&D and support functions.
        "In addition, there are important geographic efficiencies, especially in
    some of the world's fastest growing markets," Mr. Engen said.  "For instance,
    in the Pacific Rim, ITT Industries' distribution points in Australia, New
    Zealand, Vietnam and several Central Asian republics, are complemented by
    Goulds' distribution in The Philippines, Korea and Thailand.  We both have
    operations in China, Taiwan, Singapore, Malaysia and Indonesia.  In Latin
    America, our operations in Chile, Argentina and Brazil will be enhanced by
    Goulds' presence in Mexico and Venezuela."
        "We are bringing together two proven leaders in their respective segments
    of the fluid products industry serving more than 130 nations.  The industry's
    growth and profit potential is most promising in the developing world, where
    the combined company will have access to the full range of infrastructure-
    related and industrial markets," Mr. Engen added.
        "Together we will focus on continuing to improve operations and serving
    customers better and more efficiently through our global distribution
    networks. The fluid businesses of ITT Industries and Goulds will accelerate
    their progress in complementary business sectors," said Mr. Engen.
        Goulds Pumps, Inc. is a leading worldwide supplier of industrial,
    residential and commercial pumps, parts and accessories.  Headquartered in
    Fairport, New York, the company had 1996 revenues of $774 million and employs
    over 5,200 people throughout the world.  The company has a respected position
    in a number of process industries and is a major supplier to engineering
    contractors around the world.  Goulds is also the world's leading manufacturer
    of residential well-water pump systems.
        ITT Industries' fluid technology business specializes in the manufacture
    of pumps, valves, heat exchangers and related equipment used to move, measure
    and control fluids.  With 1996 sales of $1.3 billion in the fluid technology
    segment,  the company provides products serving markets that include
    wastewater treatment, chemical processing, construction, bio-pharmaceutical,
    aerospace, and general industry.  With sales offices in over 100 countries,
    ITT Fluid Technology is growing rapidly in emerging markets around the globe.
    The company's brand names include Flygt, Bell and Gossett, A-C Pump, Richter
    and Jabsco.
        ITT Industries (http://www.ittind.com) is a leading global diversified
    manufacturing company, with 1996 sales of $8.4 billion dollars from its three
    primary business segments, fluid technology, automotive, and defense and
    electronics.  ITT Industries' automotive business is one of  the world's
    largest independent suppliers of systems and components to automotive
    manufacturers. In the defense and electronics area, ITT Industries is a leader
    in the design, manufacture and support of high technology electronic systems
    and components for defense and commercial markets.  In addition to the New
    York Stock Exchange, ITT Industries' stock is traded under the symbol ("IIN")
    on the Midwest, Pacific, London, Frankfurt and Paris exchanges.
    
    SOURCE  ITT Industries, Inc.
    
    

    CONTACT: Thomas R. Martin, 914-641-2157, or Ralph Allen,
    914-641-2030, both of ITT Industries

About ITT

ITT is a diversified leading manufacturer of highly engineered critical components and customized technology solutions for the transportation, industrial, and oil and gas markets. 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. ITT is headquartered in White Plains, N.Y., with employees in more than 35 countries and sales in a total of approximately 125 countries. The company generated 2016 revenues of $2.4 billion.

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Jason Moss
tel +1 914-641-2030
jason.moss@itt.com

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tel +1 914-304-1809
laurent.lawrence@itt.com

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