-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AfX7I/AryIH7qttMRXsdsOBCd4gLk+/y5VsKvwREPCbPYnqHY0KWw4u172zUvRu9 vTyu+pvPmBiU9iG1FjXPtw== 0000893838-96-000073.txt : 19961007 0000893838-96-000073.hdr.sgml : 19961007 ACCESSION NUMBER: 0000893838-96-000073 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961004 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROOKTREE CORP CENTRAL INDEX KEY: 0000764271 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 953646367 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44863 FILM NUMBER: 96639240 BUSINESS ADDRESS: STREET 1: 9868 SCRANTON ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195353204 MAIL ADDRESS: STREET 1: 9868 SCRANTON RD CITY: SAN DIEGO STATE: CA ZIP: 92121-3707 FILED BY: 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: SC 13D 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 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 BROOKTREE CORPORATION (Name of issuer) COMMON STOCK, NO PAR VALUE (Title of class of securities) 114577109 (CUSIP number) William J. Calise, Jr., Esq. Senior Vice President, General Counsel and Secretary Rockwell International Corporation 2201 Seal Beach Boulevard Seal Beach, California 90740-8250 (412) 565-4090 (Office of the Secretary) (Name, address and telephone number of person authorized to receive notices and communications) September 25, 1996 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [x]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) (Continued on following pages) (Page 1 of 9 Pages) CUSIP No. 114577109 13D (Page 2 of 9 Pages) - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ROCKWELL INTERNATIONAL CORPORATION 95-1054708 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [x] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 1,000 SHARES OF COMMON STOCK NUMBER OF (SEE ITEMS 3-5 BELOW) SHARES --------------------------------------------------------------- BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER NONE REPORTING PERSON --------------------------------------------------------------- WITH 9. SOLE DISPOSITIVE POWER 1,000 SHARES OF COMMON STOCK (SEE ITEMS 3-5 BELOW) --------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000 SHARES OF COMMON STOCK (SEE ITEMS 3-5 BELOW) - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- (Page 2 of 9 Pages) ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, no par value (the "Shares"), of Brooktree Corporation, a California corporation (the "Company"). The address of the principal executive offices of the Company is 9868 Scranton Road, San Diego, California 92121-3707. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed on behalf of Rockwell International Corporation, a Delaware corporation ("Rockwell"). Rockwell is a diversified, high technology corporation engaged in research, development and manufacture of many products in automation, avionics, semiconductor systems, aerospace, defense electronics and automotive component systems for commercial and government markets. The address of the principal executive offices of Rockwell is 2201 Seal Beach Boulevard, Seal Beach, California 90740-8250. Set forth below are the name, residence or business address and present principal occupation or employment of each executive officer and director of Rockwell and the name, principal business and address of any corporation or other organization in which such employment is conducted. Except as otherwise noted, the business address of each such person is Rockwell International Corporation, 2201 Seal Beach Boulevard, Seal Beach, California 90740-8250, and each such person is a United States citizen. Directors of Rockwell are indicated by an asterisk. Name and Address Principal Occupation or Employment - ---------------- ---------------------------------- Donald R. Beall*.................... Chairman of the Board and Chief Executive Officer of Rockwell Don H. Davis, Jr.*.................. President and Chief Operating Officer of Rockwell Lew Allen, Jr.*..................... General, U.S. Air Force (Retired) 1040 South Arroyo Boulevard Pasadena, CA 91105 (Page 3 of 9 Pages) Name and Address Principal Occupation or Employment - ---------------- ---------------------------------- W. Michael Barnes................. Senior Vice President, Finance & Planning and Chief Financial Officer of Rockwell Richard M. Bressler*.............. Retired Chairman of the Board, El Paso 999 Third Avenue, Suite 2300 Natural Gas Company (Natural Gas Operations) Seattle, WA 98104 William J. Calise, Jr. ........... Senior Vice President, General Counsel and Secretary of Rockwell Lee H. Cramer..................... Vice President and Treasurer of Rockwell 625 Liberty Avenue Pittsburgh, PA 15222-3123 John J. Creedon*.................. Consultant and Director of various 200 Park Avenue, Suite 5700 corporations and former President and New York, NY 10166 Chief Executive Officer, Metropolitan Life Insurance Company Judith L. Estrin*................. President and Chief Executive Officer, 101 First Street, Suite 508 Precept Software, Inc. (Networking Software) Los Altos, CA 94022 William D. Fletcher............... Senior Vice President, Technology & Business Development of Rockwell Jodie K. Glore.................... Senior Vice President of Rockwell and 1201 South Second Street President & Chief Operating Officer - Milwaukee, WI 52304 Rockwell Automation William H. Gray, III*............. President and Chief Executive Officer, 8260 Willow Oaks Corporate Drive United Negro College Fund (Educational P.O. Box 10444 Assistance) Fairfax, VA 22031 Lawrence J. Komatz................ Vice President and Controller of Rockwell 625 Liberty Avenue Pittsburgh, PA 15222-3123 (Page 4 of 9 Pages) Name and Address Principal Occupation or Employment - ---------------- ---------------------------------- James Clayburn La Force, Jr.*....... Dean Emeritus, John E. Anderson Graduate P.O. Box 1595 School of Management, University of Pauma Valley, CA 92061 California, Los Angeles Thomas A. Madden.................... Vice President, Corporate Development of Rockwell William T. McCormick, Jr.*.......... Chairman of the Board and Chief Executive Fairlane Plaza South Officer, CMS Energy Corporation 330 Town Center Drive (Diversified Energy Company) Suite 1100 Dearborn, MI 48126 John A. McLuckey.................... Senior Vice President and President & Chief Operating Officer - Aerospace and Defense of Rockwell Robert H. Murphy.................... Senior Vice President, Organization and Human Resources of Rockwell John D. Nichols*.................... Retired Chairman of the Board and Chief 3600 West Lake Avenue Executive Officer, Illinois Tool Works, Glenview, IL 60025-5811 Inc. (Engineered Components and Industrial Systems and Consumables) William A. Sante, II................ General Auditor of Rockwell 625 Liberty Avenue Pittsburgh, PA 15222-3123 Bruce M. Rockwell*.................. Senior Vice President, First Bank of 100 Renaissance Center Michigan Corporation (Investment Banking) 27th Floor Detroit, MI 48243 William S. Sneath*.................. Retired Chairman of the Board and Chief 41 Leeward Lane Executive Officer, Union Carbide Riverside, CT 06878 Corporation (Chemicals) John R. Stocker..................... Vice President, Law of Rockwell (Page 5 of 9 Pages) Name and Address Principal Occupation or Employment - ---------------- ---------------------------------- Charles C. Stoops, Jr. ............ General Tax Counsel of Rockwell 625 Liberty Avenue Pittsburgh, PA 15222-3123 Joseph F. Toot, Jr.*............... President and Chief Executive Officer, The 1835 Dueber Avenue, S.W. Timken Company (Tapered Roller Bearings and Canton, OH 44706-2798 Specialty Steel) Earl S. Washington................. Senior Vice President, Communications of Rockwell In July 1995, a federal grand jury impaneled by the United States District Court for the Central District of California began an investigation into a July 1994 explosion at the Santa Susana Field Laboratory operated by Rockwell's Rocketdyne Division in which two scientists were killed and a technician was injured. On April 11, 1996, pursuant to an agreement between Rockwell and the United States Attorney for the Central District of California, Rockwell entered a plea of guilty to two counts of unpermitted disposal of hazardous waste and one count of unpermitted storage of hazardous waste, all of which are felony violations of the Resource Conservation and Recovery Act, and paid a fine of $6,500,000 to settle potential federal criminal claims arising out of the government's investigation. During the last five years, to the best of Rockwell's knowledge, none of the persons listed above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and during the last five years, neither Rockwell nor, to the best of Rockwell's knowledge, any of the persons listed above was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Rockwell has acquired 100% of the outstanding stock of the Company. (Page 6 of 9 Pages) On September 25, 1996, ROK II Acquisition Corporation ("Sub"), a Delaware corporation and a wholly-owned subsidiary of Rockwell, was merged (the "Merger") with and into the Company, as permitted by Section 1108 of the California General Corporation Law and Section 252 of the Delaware General Corporation Law and as contemplated by the Agreement and Plan of Merger dated as of July 1, 1996 among Rockwell, Sub and the Company. The Merger was approved by the requisite vote of the Company's shareholders at a special meeting of shareholders of the Company held on September 24, 1996. At the effective time of the Merger (the "Effective Time"), which was the close of business, California time, on September 25, 1996, by virtue of the Merger: (a) each outstanding Share (other than Shares held by the Company or any of its subsidiaries or by Rockwell or any of its wholly-owned subsidiaries, all of which were canceled) was converted into the right to receive $15.00, without interest thereon (the "Merger Consideration"), in cash, subject to any applicable withholding tax, upon surrender of the certificate formerly representing such Share; (b) each share of Common Stock, par value $1.00 per share, of Sub was converted into and became one newly issued, fully paid and nonassessable share of Common Stock of the Company, as the surviving corporation in the Merger; and (c) the separate corporate existence of Sub ceased and the Company, as the surviving corporation in the Merger, became a wholly-owned subsidiary of Rockwell. Rockwell obtained the funds to pay the Merger Consideration from funds available in its cash accounts, including funds obtained through private placements of Rockwell's commercial paper notes with financial institutions. (Page 7 of 9 Pages) ITEM 4. PURPOSE OF THE TRANSACTION. The purpose of the Merger was to acquire control of, and the entire equity interest in, the Company. The Company has filed with the Securities and Exchange Commission on Form 15 a Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934 with respect to the Shares. At the Effective Time, the Shares ceased to be quoted on the Nasdaq National Market System. Effective at the Effective Time, each member of the Board of Directors of the Company resigned. Rockwell caused the resulting vacancies in the Company's Board of Directors to be filled with nominees of Rockwell. Rockwell also replaced the executive officers of the Company with nominees of Rockwell. Reference is hereby made to the information set forth in Item 3 above, which is incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Reference is hereby made to the information set forth in Item 3 above, which is incorporated herein by reference. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 -- Agreement and Plan of Merger dated as of July 1, 1996 among Rockwell, Sub and the Company is incorporated herein by reference to Annex I of the Company's Proxy Statement dated August 26, 1996 for its Special Meeting of Shareholders held September 24, 1996. (Page 8 of 9 Pages) SIGNATURE After reasonable 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: /s/ William J. Calise, Jr. ----------------------------------- William J. Calise, Jr. Senior Vice President, General Counsel and Secretary Dated: October 1, 1996 (Page 9 of 9 Pages) -----END PRIVACY-ENHANCED MESSAGE-----