-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, F7W3t3IPpMfWvwEOV09h/llrk452p55ajiAT0apN0h1E6imPTeA0b5NfKaW3hJXw XPxTzDpDNeppHW2xBD8irQ== 0000893838-94-000021.txt : 19941116 0000893838-94-000021.hdr.sgml : 19941116 ACCESSION NUMBER: 0000893838-94-000021 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941114 SROS: NYSE GROUP MEMBERS: ROCKWELL INTERNATIONAL CORP GROUP MEMBERS: ROK ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RELIANCE ELECTRIC CO/DE CENTRAL INDEX KEY: 0000814331 STANDARD INDUSTRIAL CLASSIFICATION: 3621 IRS NUMBER: 341538687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11515 FILM NUMBER: 94559397 BUSINESS ADDRESS: STREET 1: 6065 PARKLAND BLVD CITY: CLEVELAND STATE: OH ZIP: 44124 BUSINESS PHONE: 2162665800 MAIL ADDRESS: STREET 1: 6065 PARKLAND BLVD CITY: CLEVLAND STATE: OH ZIP: 44124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROCKWELL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000084636 STANDARD INDUSTRIAL CLASSIFICATION: 3760 IRS NUMBER: 951054708 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 2201 SEAL BEACH BOULEVARD CITY: SEAL BEACH STATE: CA ZIP: 90740 BUSINESS PHONE: 4125654004 MAIL ADDRESS: STREET 1: 2201 SEAL BEACH BOULEVARD CITY: SEAL BEACH STATE: CA ZIP: 90740 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN AVIATION INC DATE OF NAME CHANGE: 19671017 SC 14D1/A 1 AMENDMENT NO. 5 TO SCHEDULE 14D-1 ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- SCHEDULE 14D-1 (AMENDMENT NO. 5) Tender Offer Statement Pursuant To Section 14(d)(1) of the Securities Exchange Act of 1934 RELIANCE ELECTRIC COMPANY (NAME OF SUBJECT COMPANY) ROCKWELL INTERNATIONAL CORPORATION ROK ACQUISITION CORPORATION (BIDDER) CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE (INCLUDING THE ASSOCIATED SERIES A PREFERRED STOCK PURCHASE RIGHTS) (TITLE OF CLASS OF SECURITIES) 759458102 (CUSIP NUMBER OF CLASS OF SECURITIES) William J. Calise, Jr., Esq. Senior Vice President, General Counsel & Secretary Rockwell International Corporation 625 Liberty Avenue Pittsburgh, Pennsylvania 15222-3123 (412) 565-2905 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) Copies to: Martin Lipton, Esq. Peter R. Kolyer, Esq. Wachtell, Lipton, Rosen & Katz Chadbourne & Parke 51 West 52nd Street 30 Rockefeller Plaza New York, New York 10019 New York, New York 10112 (212) 403-1000 (212) 408-5100 - ------------------------------------------------------------------------ (Page 1 of 5 Pages) This Statement amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission (the "Commission") on October 21, 1994, as previously amended and supplemented (the "Schedule 14D-1"), by Rockwell International Corporation, a Delaware corporation ("Rockwell"), and ROK Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Rockwell (the "Purchaser"), and relates to a tender offer to purchase (i) all of the outstanding shares of Class A Common Stock, par value $.01 per share (the "Class A Shares"), of Reliance Electric Company, a Delaware corporation (the "Company"), and the associated Series A preferred stock purchase rights (the "Class A Rights") issued pursuant to the Rights Agreement (as defined in the Offer to Purchase) at a purchase price of $30.00 per Class A Share (and associated Class A Right), net to the seller in cash, without interest thereon, (ii) all of the outstanding shares of Class B Common Stock, par value $.01 per share (the "Class B Shares"), of the Company and the associated Series B preferred stock purchase rights (the "Class B Rights") issued pursuant to the Rights Agreement at a purchase price of $30.00 per Class B Share (and associated Class B Right), net to the seller in cash, without interest thereon and (iii) all of the outstanding shares of Class C Common Stock, par value $.01 per share (the "Class C Shares"), of the Company and the associated Series C preferred stock purchase rights (the "Class C Rights") issued pursuant to the Rights Agreement at a purchase price of $81.24 per Class C Share (and associated Class C Right), net to the seller in cash, without interest thereon, in each case upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 21, 1994 (the "Offer to Purchase") and the related Letters of Transmittal (which together constitute the "Offer"), which were annexed to and filed with the Schedule 14D-1 as Exhibits (a)(1) to (a)(4). Only the Class A Shares and the Class A Rights are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase and the Schedule 14D-1. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. On November 10, 1994, Rockwell sent a letter to the Company, a copy of which is attached as Exhibit(a)(17) hereto and is hereby incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. (f) On November 11, 1994, Rockwell issued a press release announcing, among other things, the transmittal of (Page 2 of 5 Pages) the letter from Rockwell to the Company referred to in Item 3 above. A copy of such press release is attached as Exhibit (a)(18) hereto and is hereby incorporated herein by reference and the foregoing description of such press release is qualified in its entirety by reference to such exhibit. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(17) -- Letter dated November 10, 1994 from Rockwell to the Company. (a)(18) -- Press release issued by Rockwell on November 11, 1994. (Page 3 of 5 Pages) 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. ROCKWELL INTERNATIONAL CORPORATION By: William J. Calise, Jr. ---------------------- William J. Calise, Jr. Senior Vice President, General Counsel & Secretary ROK ACQUISITION CORPORATION By: William J. Calise, Jr. ---------------------- William J. Calise, Jr. Secretary Dated: November 14, 1994 (Page 4 of 5 Pages) EXHIBIT INDEX EXHIBIT SEQUENTIAL NO. DESCRIPTION PAGE NUMBER - ------- ----------- ----------- (a)(17) -- Letter dated November 10, 1994 from Rockwell to the Company. (a)(18) -- Press release issued by Rockwell on November 11, 1994. (Page 5 of 5 Pages) EX-99.A17 2 11/10/94 BEALL LETTER Exhibit (a)(17) [ROCKWELL INTERNATIONAL CORPORATION LETTERHEAD] November 10, 1994 Mr. H. Virgil Sherrill Chairman of the Board and Mr. John C. Morley President and Chief Executive Officer Reliance Electric Company 6065 Parkland Boulevard Cleveland, Ohio 44124 Gentlemen: I still cannot understand the "uncertainties" you see in Rockwell's $30 per share all-cash tender offer for all outstanding shares of Reliance. The only real conditions remaining are within your power to resolve. Nevertheless, Rockwell is prepared to remove all possible uncertainties with respect to the offer. If Reliance will announce now that it will redeem its poison pill and waive Section 203 of the Delaware General Corporation Law just prior to the expiration of our offer, we will amend our offer to remove all the other conditions, except the tender of a majority of the Reliance Class A shares (on a fully diluted basis) and the absence of an injunction or legal prohibition. Rockwell will also commit to effect a second-step merger as soon as possible following consummation of the offer at the same price as paid in the offer. Thus, assuming no injunction or legal prohibition and a tender of a majority of the shares, there will be absolutely no conditions or uncertainties and no reason for the Reliance Board to continue to deny your shareowners the benefit of our offer. This course of action also eliminates any risk to Reliance with respect to the $50 million break-up fee contemplated by Section 9.05(b) of the merger agreement between Reliance and General Signal. The foregoing actions do not require the Reliance Board to change any recommendations with respect to our offer or the proposed General Signal merger, or to negotiate with or provide information to us. In those circumstances, the $50 million fee would not be payable under the terms of the merger agreement and, in fact, would never become payable if Rockwell consummated a short-form, second- step merger without entering into a merger agreement. As you know, we believe that our very fair and full-priced offer is in the best interest of all of Reliance's constituencies. We urge the Reliance Board promptly to take the actions outlined above in order to permit consummation of the offer or, if the Board prefers, promptly to commence negotiation of a merger agreement with us. Sincerely, /s/ Donald R. Beall Donald R. Beall EX-99.A18 3 11/11/94 PRESS RELEASE Exhibit (a)(18) [ROCKWELL INTERNATIONAL CORPORATION LETTERHEAD] CONTACTS: Bill Blanning Rockwell (310) 797-5593 or Roy Winnick Kekst and Company (212) 593-2655 ROCKWELL REAFFIRMS COMMITMENT TO ACQUIRE RELIANCE ELECTRIC SEAL BEACH, Calif., November 11, 1994 -- Rockwell International Corporation (NYSE:ROK) stated today that it is willing to complete its $30 per share cash tender offer for all outstanding stock of Reliance Electric without Reliance entering into a merger agreement with Rockwell. Rockwell said that in a letter sent yesterday to Reliance it had confirmed that it would remove all conditions to its offer, except the tender of a majority of the Reliance shares (on a fully diluted basis) and the absence of a legal impediment once Reliance redeems its poison pill and waives Section 203 of the Delaware General Corporation Law. Such actions by Reliance, Rockwell said, would not require payment by Reliance of the $50 million break-up fee provided for in the Reliance merger agreement with General Signal Corporation. The full text of the letter to Reliance follows: Mr. H. Virgil Sherrill Chairman of the Board and Mr. John C. Morley President and Chief Executive Officer Reliance Electric Company 6065 Parkland Boulevard Cleveland, Ohio 44124 Gentlemen: I still cannot understand the "uncertainties" you see in Rockwell's $30 per share all-cash tender offer for all outstanding shares of Reliance. The only real conditions remaining are within your power to resolve. Nevertheless, Rockwell is prepared to remove all possible uncertainties with respect to the offer. If Reliance will announce now that it will redeem its poison pill and waive Section 203 of the Delaware General Corporation Law just prior to the expiration of our offer, we will amend our offer to remove all the other conditions, except the tender of a majority of the Reliance Class A shares (on a fully diluted basis) and the absence of an injunction or legal prohibition. Rockwell will also commit to effect a second-step merger as soon as possible following consummation of the offer at the same price as paid in the offer. Thus, assuming no injunction or legal prohibition and a tender of a majority of the shares, there will be absolutely no conditions or uncertainties and no reason for the Reliance Board to continue to deny your shareowners the benefit of our offer. This course of action also eliminates any risk to Reliance with respect to the $50 million break-up fee contemplated by Section 9.05(b) of the merger agreement between Reliance and General Signal. The foregoing actions do not require the Reliance Board to change any recommendations with respect to our offer or the proposed General Signal merger, or to negotiate with or provide information to us. In those circumstances, the $50 million fee would not be payable under the terms of the merger agreement and, in fact, would never become payable if Rockwell consummated a short-form, second- step merger without entering into a merger agreement. As you know, we believe that our very fair and full-priced offer is in the best interest of all of Reliance's constituencies. We urge the Reliance Board promptly to take the actions outlined above in order to permit consummation of the offer or, if the Board prefers, promptly to commence negotiation of a merger agreement with us. Sincerely, /s/ Donald R. Beall Donald R. Beall # # # Rockwell is a diversified, high-technology company holding leadership market positions in automation, avionics, aerospace, defense electronics, telecommunications, automotive components and graphic systems, with annual worldwide sales of $11 billion. # # # -----END PRIVACY-ENHANCED MESSAGE-----