-----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, L9Fop7T/J5SpX23Y3ogHQ22CLMBICCWhAZ8TYsC9Op13egoVRMaUPY1l75ljlRUQ sdsRtnO6GN7Po3+muNJkvA== 0000893838-95-000010.txt : 19950518 0000893838-95-000010.hdr.sgml : 19950518 ACCESSION NUMBER: 0000893838-95-000010 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950217 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKWELL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000084636 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 951054708 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-01035 FILM NUMBER: 95513566 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 8-A12B 1 FORM 8-A - ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ROCKWELL INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-1054708 (State of incorporation (I.R.S. Employer or organization) Identification No.) 2201 Seal Beach Boulevard, Seal Beach, California 90740-8250 (Address of principal (Zip Code) executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which each class to be so registered is to be registered ------------------- --------------------- 7 5/8% Notes due February 17, 1998 New York Stock Exchange 7 7/8% Notes due February 15, 2005 New York Stock Exchange If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [X] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) - ----------------------------------------------------------------------- Item 1. Description of Registrant's Securities to be Registered. Reference is made to the material under the caption "Description of Debt Securities" on pages 6-10 of the Registrant's Prospectus dated February 3, 1995, a form of which is included as a part of the Registrant's Registration Statements on Form S-3 (File Nos. 33-49699 and 33-57015), which Registration Statements were ordered effective by the Commission on July 2, 1993 and February 3, 1995, respectively, and to the material under the caption "Description of the Notes" on page S-5 of the Prospectus Supplement dated February 14, 1995 relating to the aforesaid Prospectus. The material referred to in the Prospectus and the Prospectus Supplement is incorporated herein by reference. Item 2. Exhibits. Exhibit A. Specimen certificate for the Registrant's 7 5/8% Notes due February 17, 1998. Exhibit B. Specimen certificate for the Registrant's 7 7/8% Notes due February 15, 2005. Exhibit C. Indenture dated as of October 1, 1982 between the Registrant and Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company), as Trustee, relating to the Notes described in Exhibits A and B above, including the form of Security at pages 6-11, filed as Exhibit 4-a to the Registrant's Registration Statement on Form S-3 (File No. 33-39510), is incorporated herein by reference. Exhibit D. First Supplemental Indenture dated as of February 27, 1987 between the Registrant and Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company), as Trustee, filed as Exhibit 4-b to the Registrant's Registration Statement on Form S-3 (File No. 33-39510), is incorporated herein by reference. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. ROCKWELL INTERNATIONAL CORPORATION (Registrant) By /s/ William J. Calise, Jr., Esq. --------------------------------- William J. Calise, Jr., Esq. Senior Vice President, General Counsel and Secretary Dated: February 16, 1995 3 EX-99 2 SPECIMEN THREE YEAR NOTE EXHIBIT A [FACE OF NOTE] NUMBER DOLLARS R REGISTERED [Logo of Rockwell International Corporation] REGISTERED ROCKWELL INTERNATIONAL CORPORATION 7-5/8% Note due February 17, 1998 CUSIP 774347 AN 8 Rockwell International Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the "Company"), for value received, hereby promises to pay to 7-5/8% due 1998 7-5/8% due 1998 or registered assigns, the principal sum of DOLLARS on February 17, 1998, and to pay interest, semiannually on August 17 and February 17 of each year, on said principal sum at the rate of 7-5/8% per annum, from the Interest Payment Date next preceding the date of this Security to which interest has been paid on this Security, unless the date hereof is a date to which interest has been paid, in which case from the date of this Security unless no interest has been paid on this Security since the Original Issuance Date hereof, in which case from the Interest Payment Date next preceding such Original Issuance Date (unless such Original Issuance Date was an August 17 or February 17, in which case from such Original Issuance Date), until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, if the date hereof is after an August 1 or February 1, as the case may be, and before the following Interest Payment Date, this Security shall bear interest from such Interest Payment Date; PROVIDED, HOWEVER, that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Security shall bear interest from the next preceding Interest Payment Date to which interest has been paid, or, if no interest has been paid on this Security since the Original Issuance Date of this Security, from the August 17 or February 17 next preceding such Original Issuance Date (unless such Original Issuance Date was an August 17 or February 17, in which case from such Original Issuance Date). The interest so payable on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the August 1 or February 1, as the case may be, next preceding such Interest Payment Date. The principal of and interest on this Security are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts at the office or agency of the Company in the Place of Payment, and at such other locations as the Company may from time to time designate; PROVIDED, that interest may be paid, at the option of the Company, by check mailed to the Person entitled thereto at his address last appearing on the Security Register. Any interest not punctually paid or duly provided for shall be payable as provided in said Indenture. Reference is made to the further provisions of this Security set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee by the manual signature of one of its authorized officers, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. [the word "REGISTERED" is superimposed over the foregoing text] IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT TO BE DULY EXECUTED UNDER ITS CORPORATE SEAL. Dated: ROCKWELL INTERNATIONAL CORPORATION Attest: /s/ WILLIAM J. CALISE, JR. By /s/ DONALD R. BEALL SECRETARY CHAIRMAN OF THE BOARD TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. CHEMICAL BANK as Trustee By Authorized Officer [Rockwell International Corporation Corporate Seal] [REVERSE OF NOTE] ROCKWELL INTERNATIONAL CORPORATION 7-5/8% Note due February 17, 1998 This Security is one of a duly authorized issue of Securities of the Company designated as its 7-5/8% Notes due February 17, 1998 (Securities of such series being hereinafter called the "Securities"), limited in aggregate principal amount to $300,000,000, issued under an Indenture dated as of October 1, 1982, as supplemented by the First Supplemental Indenture, dated as of February 27, 1987 (hereinafter called the "Indenture"), between the Company and Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company), as Trustee (hereinafter called the "Trustee", which term includes any successor trustee under the Indenture with respect to the Securities of this series), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Securities, and the terms upon which the Securities are, and are to be, authenticated and delivered. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin and currency, herein prescribed. This Security is not redeemable prior to maturity. As provided in the Indenture and subject to certain limitations therein set forth, this Security may be registered for transfer on the Security Register of the Company, upon surrender of this Security for registration of transfer at the office or agency of the Company in the Place of Payment, and at such other locations as the Company may from time to time designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Registered Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only as registered Securities without coupons in the denominations of $1,000 and any integral multiple thereof. As provided in the Indenture, and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may be require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment for registration of transfer of this Security, the Company, the Trustee, the Security Registrar, the Paying Agent and any agent of any one thereof may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee, the Security Registrar, the Paying Agent nor any such agent shall be affected by notice to the contrary. If an Event of Default, as defined in the Indenture, with respect to the Securities shall occur, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company with respect to the Securities and the rights of the Holders of the Securities under the Indenture at any time by the Company with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not a notation of such consent or waiver is made upon this Security. No recourse shall be had for the payment of the principal of or the interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Company at its option, subject to the terms and conditions contained in the Indenture, (a) will be discharged from any and all obligations in respect of the Securities (except for certain obligations to register the transfer and exchange of such Securities, to replace mutilated, destroyed, lost or stolen Securities, to compensate, reimburse and indemnify the Trustee, to maintain an office or agency with respect to the Securities and to hold moneys for payment in trust) or (b) may omit to comply with certain restrictive covenants contained in the Indenture, in each case upon irrevocable deposit with the Trustee in trust of money or U.S. government securities (as described in the Indenture) or a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to discharge the principal of and interest on such Securities on the Stated Maturity of such principal or interest. Except as otherwise defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian -------------- -------------- (Cust) (Minor) under Uniform Gifts to Minors Act ---------------------------------- (State) Additional abbreviations may also be used though not in the above list. ---------------------------- FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE |----------------------------------| | | | | | | |----------------------------------|-------------------------------------- - -------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee - -------------------------------------------------------------------------- the within Note and all rights thereunder, and hereby irrevocably constituting and appointing - -----------------------------------------------------------------attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: ---------------------- ----------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. EX-99 3 SPECIMEN TEN YEAR NOTE EXHIBIT B [FACE OF NOTE] NUMBER DOLLARS R REGISTERED [Logo of Rockwell International Corporation] REGISTERED ROCKWELL INTERNATIONAL CORPORATION 7-7/8% Note due February 15, 2005 CUSIP 774347 AQ 1 Rockwell International Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the "Company"), for value received, hereby promises to pay to 7-7/8% due 2005 7-7/8% due 2005 or registered assigns, the principal sum of DOLLARS on February 15, 2005, and to pay interest, semiannually on August 15 and February 15 of each year, on said principal sum at the rate of 7-7/8% per annum, from the Interest Payment Date next preceding the date of this Security to which interest has been paid on this Security, unless the date hereof is a date to which interest has been paid, in which case from the date of this Security unless no interest has been paid on this Security since the Original Issuance Date hereof, in which case from the Interest Payment Date next preceding such Original Issuance Date (unless such Original Issuance Date was an August 15 or February 15, in which case from such Original Issuance Date), until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, if the date hereof is after an August 1 or February 1, as the case may be, and before the following Interest Payment Date, this Security shall bear interest from such Interest Payment Date; PROVIDED, HOWEVER, that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Security shall bear interest from the next preceding Interest Payment Date to which interest has been paid, or, if no interest has been paid on this Security since the Original Issuance Date of this Security, from the August 15 or February 15 next preceding such Original Issuance Date (unless such Original Issuance Date was an August 15 or February 15, in which case from such Original Issuance Date). The interest so payable on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the August 1 or February 1, as the case may be, next preceding such Interest Payment Date. The principal of and interest on this Security are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts at the office or agency of the Company in the Place of Payment, and at such other locations as the Company may from time to time designate; PROVIDED, that interest may be paid, at the option of the Company, by check mailed to the Person entitled thereto at his address last appearing on the Security Register. Any interest not punctually paid or duly provided for shall be payable as provided in said Indenture. Reference is made to the further provisions of this Security set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee by the manual signature of one of its authorized officers, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. [the word "REGISTERED" is superimposed over the foregoing text] IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT TO BE DULY EXECUTED UNDER ITS CORPORATE SEAL. Dated: ROCKWELL INTERNATIONAL CORPORATION Attest: /s/ WILLIAM J. CALISE, JR. By /s/ DONALD R. BEALL SECRETARY CHAIRMAN OF THE BOARD TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. CHEMICAL BANK as Trustee By Authorized Officer [Rockwell International Corporation Corporate Seal] [REVERSE OF NOTE] ROCKWELL INTERNATIONAL CORPORATION 7-7/8% Note due February 15, 2005 This Security is one of a duly authorized issue of Securities of the Company designated as its 7-7/8% Notes due February 15, 2005 (Securities of such series being hereinafter called the "Securities"), limited in aggregate principal amount to $200,000,000, issued under an Indenture dated as of October 1, 1982, as supplemented by the First Supplemental Indenture, dated as of February 27, 1987 (hereinafter called the "Indenture"), between the Company and Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company), as Trustee (hereinafter called the "Trustee", which term includes any successor trustee under the Indenture with respect to the Securities of this series), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Securities, and the terms upon which the Securities are, and are to be, authenticated and delivered. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin and currency, herein prescribed. This Security is not redeemable prior to maturity. As provided in the Indenture and subject to certain limitations therein set forth, this Security may be registered for transfer on the Security Register of the Company, upon surrender of this Security for registration of transfer at the office or agency of the Company in the Place of Payment, and at such other locations as the Company may from time to time designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Registered Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only as registered Securities without coupons in the denominations of $1,000 and any integral multiple thereof. As provided in the Indenture, and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may be require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment for registration of transfer of this Security, the Company, the Trustee, the Security Registrar, the Paying Agent and any agent of any one thereof may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee, the Security Registrar, the Paying Agent nor any such agent shall be affected by notice to the contrary. If an Event of Default, as defined in the Indenture, with respect to the Securities shall occur, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company with respect to the Securities and the rights of the Holders of the Securities under the Indenture at any time by the Company with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not a notation of such consent or waiver is made upon this Security. No recourse shall be had for the payment of the principal of or the interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The Company at its option, subject to the terms and conditions contained in the Indenture, (a) will be discharged from any and all obligations in respect of the Securities (except for certain obligations to register the transfer and exchange of such Securities, to replace mutilated, destroyed, lost or stolen Securities, to compensate, reimburse and indemnify the Trustee, to maintain an office or agency with respect to the Securities and to hold moneys for payment in trust) or (b) may omit to comply with certain restrictive covenants contained in the Indenture, in each case upon irrevocable deposit with the Trustee in trust of money or U.S. government securities (as described in the Indenture) or a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to discharge the principal of and interest on such Securities on the Stated Maturity of such principal or interest. Except as otherwise defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian -------------- -------------- (Cust) (Minor) under Uniform Gifts to Minors Act ---------------------------------- (State) Additional abbreviations may also be used though not in the above list. ---------------------------- FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE |----------------------------------| | | | | | | |----------------------------------|-------------------------------------- - -------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee - -------------------------------------------------------------------------- the within Note and all rights thereunder, and hereby irrevocably constituting and appointing - -----------------------------------------------------------------attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: ---------------------- ----------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. -----END PRIVACY-ENHANCED MESSAGE-----