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Exhibit 9
GOULDS PUMPS, INCORPORATED
000 XXXXXXXXXXX XXXXXX XXXX
XXXXXXXX, XX 00000-0000
April 25, 1997
Dear Stockholder:
I am pleased to inform you that on April 20, 1997, Goulds Pumps,
Incorporated (the "Company") entered into an Agreement and Plan of Merger (the
"Merger Agreement") with ITT Industries, Inc., an Indiana corporation ("ITT
Industries"), and Xxxxxx Acquisition, Inc., a Delaware corporation and a wholly
owned subsidiary of ITT Industries (the "Purchaser"). Pursuant to the Merger
Agreement, the Purchaser is today commencing a tender offer (the "Offer") to
purchase (i) all outstanding shares of Common Stock, par value $1.00 per share,
of the Company (the "Shares") at a price of $37.00 per Share net to the seller
in cash, without interest thereon. The Merger Agreement provides that each Share
not acquired by the Purchaser pursuant to the Offer will be exchanged for the
same consideration payable pursuant to the Offer in cash in connection with the
merger (the "Merger") of the Purchaser into the Company, which will occur as
soon as practicable following the consummation of the Offer.
Your Board of Directors has unanimously approved the Merger Agreement and
the transactions contemplated thereby and determined that the Offer and the
Merger are fair to, and in the best interests of, the stockholders of the
Company. Accordingly, the Board of Directors recommends that stockholders accept
the Offer and tender their Shares to the Purchaser pursuant to the Offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors which are described in the enclosed
Schedule 14D-9, including, among other things, the opinion of Xxxxxxx, Xxxxx &
Co. ("Xxxxxxx Xxxxx"), the Company's financial advisor, that the $37.00 per
Share to be received by the stockholders of the Company in the Offer and the
Merger is fair to such stockholders. The full text of the written opinion of
Xxxxxxx Xxxxx, which sets forth assumptions made, matters considered and
limitations on the review undertaken in connection with such opinion, is
attached hereto and stockholders are urged to read the opinion in its entirety.
Additional information with respect to the transaction is contained in the
enclosed Schedule 14D-9. Also enclosed is the Purchaser's Offer to Purchase,
dated April 25, 1997, and related materials, including a Letter of Transmittal
to be used for tendering your Shares. These documents set forth the terms and
conditions of the Offer and provide instructions as to how to tender your
Shares. We urge you to read the enclosed material and consider this information
carefully.
Sincerely,
/s/ XXXXXX X. XXXXXXXXX
XXXXXX X. XXXXXXXXX
Chairman, President and
Chief Executive Officer
