SC 14D1/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
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                                 SCHEDULE 14D-1
                             TENDER OFFER STATEMENT
 
      PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
 
                                AMENDMENT NO. 3
 
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                           GOULDS PUMPS, INCORPORATED
                           (NAME OF SUBJECT COMPANY)
 
                            GEORGE ACQUISITION, INC.
                              ITT INDUSTRIES, INC.
                                   (BIDDERS)
 
                    COMMON STOCK, $1.00 PAR VALUE PER SHARE
                         (TITLE OF CLASS OF SECURITIES)
 
                                  383550 10 0
                     (CUSIP NUMBER OF CLASS OF SECURITIES)
 
                            VINCENT A. MAFFEO, ESQ.
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                              ITT INDUSTRIES, INC.
                             FOUR WEST RED OAK LANE
                          WHITE PLAINS, NEW YORK 10604
                           TELEPHONE: (914) 641-2000
            (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
          TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
 
                                    COPY TO:
 
                            WILLIAM E. CURBOW, ESQ.
                           SIMPSON THACHER & BARTLETT
                              425 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017
                           TELEPHONE: (212) 455-2000
 
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     This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on April 25, 1997 (as amended, the "Schedule 14D-1")
relating to the offer by George Acquisition, Inc., a Delaware corporation (the
"Purchaser"), a wholly owned subsidiary of ITT Industries, Inc., an Indiana
corporation (the "Parent"), to purchase all of the outstanding shares of Common
Stock, par value $1.00 per share (the "Shares"), of Goulds Pumps, Incorporated,
a Delaware corporation (the "Company"), at a purchase price of $37.00 per Share,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated April 25, 1997 (the
"Offer to Purchase") and in the related Letter of Transmittal (which, together
with the Offer to Purchase, as amended from time to time, constitute the
"Offer").
 
     All capitalized terms used herein and not defined herein shall have the
meanings set forth in the Offer to Purchase.
 
ITEM 5.  PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
 
     Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows:
 
     The information provided in this Amendment No. 3 under Item 6 is
incorporated herein by reference.
 
ITEM 6.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
 
     Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows:
 
     At 12:00 midnight, New York City time, on Thursday, May 22, 1995, the Offer
expired. Based on information provided by the Depositary, a total of
approximately 20,269,000 Shares (or approximately 94% of the Shares outstanding)
(including approximately 1,225,000 Shares subject to guarantee of delivery) were
validly tendered and not properly withdrawn pursuant to the Offer. The Purchaser
has accepted for payment, and has notified the Depositary to promptly pay for,
the tendered and accepted Shares at the purchase price of $37.00 per Share in
cash.
 
     Pursuant to the Merger Agreement, the Purchaser intends to merge itself
into the Company in accordance with the Delaware General Corporation Law (the
"DGCL") as promptly as practicable. As a result of the Merger, the Company will
become a wholly owned subsidiary of the Parent and each Share issued and
outstanding immediately prior to the Effective Time of the Merger (other than
Shares held in the treasury of the Company and each Share owned by the Parent,
the Purchaser or any other direct or indirect subsidiary of the Parent or the
Company, and Shares owned by stockholders who have not voted in favor of or
consented to the Merger and who have delivered a written demand for appraisal of
their Shares in accordance with the DGCL) shall be cancelled, extinguished and
converted into the right to receive $37.00 per Share in cash, without interest,
less any required withholding taxes.
 
     The consummation of the Offer was publicly announced in a press release
issued by the Parent on May 23, 1997, a copy of which is filed as Exhibit (a)(9)
hereto and incorporated herein by reference.
 
ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS
 
     (a)(9)  Press Release issued by the Parent on May 23, 1997.
 
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                                   SIGNATURE
 
     After due 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.
 
                                          ITT INDUSTRIES, INC.
 
                                          By:       /s/ DONALD E. FOLEY
                                            ------------------------------------
                                            Name:  Donald E. Foley
                                            Title:     Vice President
 
                                          GEORGE ACQUISITION, INC.
 
                                          By:      /s/ LAWRENCE J. SWIRE
                                            ------------------------------------
                                            Name:  Lawrence J. Swire
                                            Title:     Vice President
Date: May 23, 1997
 
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                                 EXHIBIT INDEX
 


EXHIBIT                                                                                  PAGE
  NO.                                     DESCRIPTION                                    NO.
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(a)(9)   Press release issued by the Parent on May 23, 1997............................

EX-99.A9

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                                                         EXHIBIT (a)(9)

                                                         ITT Industries, Inc.
                                                         4 West Red Oak Lane
                                                         White Plains, NY 10604
                                                         Tel: (914) 641-2000
                                                         Fax: (914) 696-2950


ITT INDUSTRIES
  AUTOMOTIVE
  DEFENSE & ELECTRONICS
  FLUID TECHNOLOGY


                                  Contact:  Thomas R. Martin
                                            914-641-2157

FOR IMMEDIATE RELEASE

                                             
               ITT INDUSTRIES SUCCESSFULLY COMPLETES CASH TENDER
              OFFER AND ACQUIRES IN EXCESS OF 90% OF THE SHARES OF
                           GOULD PUMPS, INCORPORATED


        White Plains, NY, May 23, 1997 -- ITT Industries, Inc. (NYSE:IIN) today 
announced that its cash offer for all outstanding shares of common stock of 
Goulds Pumps, Incorporated expired, as scheduled, at 12:00 midnight, New York 
City time, on Thursday, May 22, 1997. Based on information provided by the 
Depositary, a total of approximately 20,269,000 shares of Goulds Pumps, 
Incorporated (or approximately 94% of the outstanding shares of Goulds) were 
validly tendered and not properly withdrawn pursuant to its cash offer for all
outstanding shares of Goulds. Such share amount includes approximately 
1,225,000 shares subject to guarantee of delivery.

        ITT Industries, through its subsidiary making the offer, has accepted
for purchase all shares validly tendered and not properly withdrawn prior to
the expiration of the offer. The acceptance of these shares in the tender offer
results in ITT Industries' ownership of in excess of 90% of Goulds' outstanding
common stock.

        In the second step of the acquisition, Goulds will be merged with a
subsidiary of ITT Industries and each Goulds share not previously purchased in
the tender offer will be converted into the right to receive $37.00 in cash.
The merger will be completed as soon as practicable. 

        ITT Industries (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 electornics 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.

NOTE TO EDITOR: THIS IS ITT INDUSTRIES (NYSE: IIN) NOT ITT CORPORATION
(NYSE:ITT). ANY SHORTHAND REFERENCE TO ITT WILL BE INCORRECT.