-----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, FnCOqS66OcUYCW0/tH35ZBKISxR/ujTvr2Z2hIIoHosC3bgsaIW3l2p8BQbrM4SR 3lfU2iEEN+HWprEyGv/raQ== 0000950123-94-001918.txt : 19941125 0000950123-94-001918.hdr.sgml : 19941125 ACCESSION NUMBER: 0000950123-94-001918 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 19941122 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: 94561385 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. 9 TO SCHEDULE 14D-1 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- SCHEDULE 14D-1 (AMENDMENT No. 9) 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 (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 (Calculation of Filing Fee) Transaction Valuation* Amount of Filing Fee** ---------------------- ---------------------- $1,598,339,230 $319,667.85 * For purposes of calculating the filing fee only. This calculation assumes the purchase of 51,559,330 shares of Class A Common Stock of Reliance Electric Company at $31 net per share in cash (including Class A Common Stock issuable upon conversion of Reliance Electric Company's outstanding Class B Common Stock and Class C Common Stock and upon exercise of Reliance Electric Company's outstanding stock options). (Page 1 of 7 Pages) 2 ** 1/50 of one percentum of the Transaction Valuation. Of this amount, $309,284.02 was previously paid in connection with the initial filing of the Schedule 14D-1 on October 21, 1994. Accordingly, an additional fee of $10,383.83 has been paid in connection with this filing. / / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing. Amount Previously Paid: Not Applicable Filing Party: Not Applicable Form or Registration No.: Not Applicable Date Filed: Not Applicable - -------------------------------------------------------------------------------- (Page 2 of 7 Pages) 3 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"), at a purchase price of $31 per Class A Share, 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 at a purchase price of $31 per Class B Share, 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 at a purchase price of $83.948 per Class C Share, 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, which was annexed to and filed with the Schedule 14D-1 as Exhibit (a)(1), as amended and supplemented by the Supplement thereto (the "Supplement"), dated November 22, 1994, and the related revised Letters of Transmittal (which together constitute the "Offer"), which are annexed to and filed with this Amendment No. 9 to the Schedule 14D-1 as Exhibits (a)(25) to (a)(28). Only the Class A Shares 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 1. SECURITY AND SUBJECT COMPANY (b) Reference is hereby made to the information set forth in the "Introduction," Section 1 ("Amended Terms of the Offer; Expiration Date") and Section 7 ("The Rockwell Merger Agreement") of the Supplement, which is incorporated herein by reference. (c) Reference is hereby made to the information set forth in Section 2 ("Price Range of Shares; Dividends") of the Supplement, which is incorporated herein by reference. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. (a)-(b) Reference is hereby made to the information set forth in the "Introduction," Section 1 ("Amended Terms of the Offer; Expiration Date"), Section 4 ("Certain Information Concerning Rockwell and the Purchaser"), Section 5 ("Background of the Offer since October 21, 1994; Contacts with the Company"), Section 6 ("Plans for the Company"), Section 7 ("The (Page 3 of 7 Pages) 4 Rockwell Merger Agreement") and Section 8 ("Certain Conditions to the Offer") of the Supplement, which is incorporated herein by reference. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(b) Reference is hereby made to the information set forth in Section 9 ("Source and Amount of Funds") of the Supplement, which is incorporated herein by reference. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. (a)-(g) Reference is hereby made to the information set forth in the "Introduction," Section 1 ("Amended Terms of the Offer; Expiration Date"), Section 5 ("Background of the Offer since October 21, 1994; Contacts with the Company"), Section 6 ("Plans for the Company"), Section 7 ("The Rockwell Merger Agreement") and Section 8 ("Certain Conditions to the Offer") of the Supplement, which is incorporated herein by reference. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a)-(b) Reference is hereby made to the information set forth in Section 4 ("Certain Information Concerning Rockwell and the Purchaser") of the Supplement, which is incorporated herein by reference. ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. Reference is hereby made to the information set forth in the "Introduction," Section 4 ("Certain Information Concerning Rockwell and the Purchaser"), Section 6 ("Plans for the Company"), Section 7 ("The Rockwell Merger Agreement") and Section 8 ("Certain Conditions to the Offer") of the Supplement, which is incorporated herein by reference. ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS. Reference is hereby made to the information set forth in Section 4 ("Certain Information Concerning Rockwell and the Purchaser") of the Supplement, which is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. (b)-(c) Reference is hereby made to the information set forth in Section 10 ("Certain Legal Matters; Required Regulatory Approvals") of the Supplement, which is incorporated herein by reference. (f) Reference is hereby made to the entire text of the Supplement, which is incorporated herein by reference. (Page 4 of 7 Pages) 5 ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(24) -- Agreement and Plan of Merger dated as of November 21, 1994 by and among Reliance Electric Company, ROK Acquisition Corporation and Rockwell International Corporation. (a)(25) -- Supplement to Offer to Purchase dated November 22, 1994. (a)(26) -- Revised Class A Letter of Transmittal. (a)(27) -- Revised Class B Letter of Transmittal. (a)(28) -- Revised Class C Letter of Transmittal. (a)(29) -- Revised Notice of Guaranteed Delivery. (a)(30) -- Form of Second Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(31) -- Form of Second Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(32) -- Form of Summary Advertisement, dated November 22, 1994. (a)(33) -- Agreement dated November 21, 1994 by and among Reliance Electric Company, Rockwell International Corporation and General Signal Corporation. (a)(34) -- Press Release issued by Rockwell on November 21, 1994. (a)(35) -- Press Release issued by Rockwell on November 21, 1994. (Page 5 of 7 Pages) 6 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 22, 1994 (Page 6 of 7 Pages) 7 EXHIBIT INDEX
EXHIBIT SEQUENTIAL NO. DESCRIPTION PAGE NUMBER - ------- ----------- ----------- (a)(24) -- Agreement and Plan of Merger dated as of November 21, 1994 by and among Reliance Electric Company, ROK Acquisition Corporation and Rockwell International Corporation. (a)(25) -- Supplement to Offer to Purchase dated November 22, 1994. (a)(26) -- Revised Class A Letter of Transmittal. (a)(27) -- Revised Class B Letter of Transmittal. (a)(28) -- Revised Class C Letter of Transmittal. (a)(29) -- Revised Notice of Guaranteed Delivery. (a)(30) -- Form of Second Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(31) -- Form of Second Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(32) -- Form of Summary Advertisement, dated November 22, 1994. (a)(33) -- Agreement dated November 21, 1994 by and among Reliance Electric Company, Rockwell International Corporation and General Signal Corporation. (a)(34) -- Press Release issued by Rockwell on November 21, 1994. (a)(35) -- Press Release issued by Rockwell on November 21, 1994.
(Page 7 of 7 Pages) EX-99.A24 2 AGREEMENT AND PLAN OF MERGER, DATED 11/21/94 1 Exhibit (a)(24) AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of November 21, 1994 (the "Agreement"), by and among RELIANCE ELECTRIC COMPANY, a Delaware corporation ("Reliance"), ROK ACQUISITION CORPORATION, a Delaware corporation (the "Purchaser"), and ROCKWELL INTERNATIONAL CORPORATION, a Delaware corporation ("Rockwell"). Reliance and the Purchaser are hereinafter sometimes collectively referred to as the "Constituent Corporations." RECITALS WHEREAS, the Boards of Directors of Rockwell, the Purchaser and Reliance have each approved the acquisition of Reliance by Rockwell upon the terms and subject to the conditions set forth herein; WHEREAS, on October 21, 1994, the Purchaser commenced an offer to purchase (the "Initial Offer"): (i) all outstanding shares of Class A Common Stock, par value $.01 per share (the "Class A Shares"), of Reliance and the associated Series A preferred stock purchase rights (the "Class A Rights") issued pursuant to the Rights Agreement dated as of August 29, 1994 between Reliance and Society National Bank, as Rights Agent (as the same may be amended, the "Rights Agreement"), at a purchase price of $30 per Class A Share (and associated Class A Right), (ii) all outstanding shares of Class B Common Stock, par value $.01 per share (the "Class B Shares"), of Reliance 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 per Class B Share (and associated Class B Right), and (iii) all outstanding shares of Class C Common Stock, par value $.01 per share (the "Class C Shares" and, together with the Class A Shares and the Class B Shares, the "Shares"), of Reliance and the associated Series C preferred stock purchase rights (the "Class C Rights" and, together with the Class A Rights and the Class B Rights, the "Rights") issued pursuant to the Rights Agreement at a purchase price of $81.24 per Class C Share (and associated Class C Right), subject to certain conditions; WHEREAS, the Boards of Directors of Rockwell, the Purchaser and Reliance have each determined that it is in the best interests of their respective stockholders for the Purchaser to acquire Reliance pursuant to the Initial Offer, as amended pursuant to the terms of this Agreement (the "Amended Offer"); 2 WHEREAS, in furtherance of such acquisition, the Boards of Directors of Rockwell, the Purchaser and Reliance have each approved the merger of the Purchaser with and into Reliance in accordance with the terms of this Agreement and the General Corporation Law of the State of Delaware (the "DGCL") and with any other applicable law; and WHEREAS, the Board of Directors of Reliance (the "Board") has, in light of and subject to the terms and conditions set forth herein, (i) determined that the consideration to be paid for each Share in the Amended Offer and the Merger (as hereinafter defined) is fair to, and in the best interests of, the stockholders of Reliance and (ii) resolved to approve and adopt this Agreement and the transactions contemplated hereby and to recommend acceptance of the Amended Offer and approval and adoption by the stockholders of Reliance of this Agreement and the Merger. NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, agreements and conditions contained herein, the parties hereto agree as follows: ARTICLE I THE AMENDED OFFER Section 1.01. The Amended Offer. (a) Rockwell and the Purchaser have filed with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the Initial Offer which contains (included as an exhibit) the Purchaser's Offer to Purchase dated October 21, 1994 (the "Offer to Purchase") and forms of the related letters of transmittal (collectively, the "Offer Documents"). As promptly as practicable (but no later than the second business day after the date of this Agreement), Rockwell and the Purchaser shall file with the SEC an amendment to the Offer Documents (as so amended, and as the same may be further amended or supplemented in accordance with the terms of this Agreement, the "Amended Offer Documents"). The Amended Offer Documents shall contain a supplement to the Offer to Purchase, which shall be mailed to the holders of Shares and which shall describe this Agreement and the negotiations preceding this Agreement and shall amend the Offer (i) to increase the price per Class A Share, Class B Share and Class C Share payable in connection with the Offer to $31.00, $31.00 and $83.948, respectively, (ii) to provide that the obligation of the Purchaser and Rockwell to accept for payment and pay for Shares tendered pursuant to the Amended Offer shall only be subject to the conditions set forth in Annex I hereto, (iii) to eliminate 2 3 the requirement that holders of Shares also tender their Rights associated therewith and (iv) to extend the expiration date of the Amended Offer to 12:00 midnight, New York City time, on Tuesday, December 6, 1994; it being understood and agreed that, except for the foregoing amendments or as otherwise provided herein, the Amended Offer shall be on the same terms and subject to the same conditions as the Initial Offer. Without the prior written consent of Reliance, the Purchaser shall not decrease the price per Share or change the form of consideration payable in the Amended Offer, decrease the number of Shares sought, waive the Minimum Condition (as defined in Annex I), impose additional conditions to the Amended Offer or amend any other term of the Amended Offer in any manner adverse to the holders of Shares. Upon the terms and subject to the conditions of the Amended Offer, the Purchaser will accept for payment and purchase, as soon as permitted under the terms of the Amended Offer, all Shares validly tendered and not withdrawn prior to the expiration of the Amended Offer. Reliance agrees that no Shares held by Reliance or any of its wholly-owned subsidiaries will be tendered pursuant to the Amended Offer. (b) Each of Rockwell and the Purchaser, on the one hand, and Reliance, on the other hand, agrees promptly to correct any information provided by it for use in the Amended Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Rockwell and the Purchaser further agree to take all steps necessary to cause the Amended Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of Reliance, in each case as and to the extent required by applicable federal securities laws. (c) Rockwell and the Purchaser agree that the Purchaser shall not terminate or withdraw the Amended Offer or extend the expiration date of the Amended Offer unless at the expiration date of the Amended Offer the conditions to the Amended Offer described in Annex I hereto shall not have been satisfied or earlier waived. If at the expiration date of the Amended Offer, the conditions to the Amended Offer described in Annex I hereto shall not have been satisfied or earlier waived but, in the reasonable belief of Reliance, may be satisfied prior to March 31, 1995, the Purchaser shall extend the expiration date of the Amended Offer for an additional period or periods of time until the earlier of (i) the date such conditions are satisfied or earlier waived and the Purchaser becomes obligated to accept for payment and pay for Shares tendered pursuant to the Amended Offer or (ii) this Agreement is terminated in accordance with its terms; provided that this sentence shall not be applicable in the event the conditions set forth in paragraph (c)(ii) of Annex I hereto shall not have 3 4 been satisfied or earlier waived at the expiration date of the Amended Offer. Rockwell and the Purchaser shall use their best efforts to consummate the Amended Offer. Section 1.02. Reliance Actions. (a) Reliance hereby approves of and consents to the Amended Offer and represents that (i) the Board, by vote of all directors at a meeting duly called and held, has, in light of and subject to the terms and conditions set forth herein, unanimously (x) determined that each of the Amended Offer and the Merger is fair to, and in the best interests of, the stockholders of Reliance and (y) approved and adopted this Agreement and the transactions contemplated hereby, including the Amended Offer and the Merger, and resolved to recommend acceptance of the Amended Offer and approval and adoption of this Agreement and the Merger and the other transactions contemplated hereby by the stockholders of Reliance and (ii) Goldman, Sachs & Co. and Prudential Securities Incorporated, Reliance's financial advisors, have rendered to the Board their opinions that the consideration to be received by the stockholders of Reliance pursuant to the Amended Offer and the Merger is fair to such stockholders (in the case of Prudential Securities Incorporated, from a financial point of view). (b) Reliance hereby agrees promptly to prepare and, after review by the Purchaser, to file with the SEC and to mail to its stockholders, an amendment to Reliance's Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Amended Offer (together with any amendments or supplements thereto, the "Amended Schedule 14D-9") containing the recommendation described in Section 1.02(a) hereof and to disseminate the Amended Schedule 14D-9 as required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of Reliance, on the one hand, and Rockwell and the Purchaser, on the other hand, agree promptly to correct any information provided by either of them for use in the Amended Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and Reliance further agrees to take all steps necessary to cause the Amended Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of Reliance, in each case as and to the extent required by applicable federal securities laws; provided, however, that, subject to the provisions of Article IX, such recommendation may be withdrawn, modified or amended to the extent that the Board deems it necessary to do so in the exercise of its fiduciary and other legal obligations after being so advised in writing by outside counsel. (c) In connection with the Amended Offer, Reliance will furnish the Purchaser with such information (which subject 4 5 to applicable law, shall be held in confidence) and assistance as the Purchaser or its agents or representatives may reasonably request in connection with the preparation of the Amended Offer and communicating the Amended Offer to the record and beneficial holders of the Shares. Section 1.03. Directors. (a) Subject to compliance with applicable law, promptly upon the payment by the Purchaser for Shares purchased pursuant to the Amended Offer, and from time to time thereafter, Reliance shall, upon request of Rockwell, promptly take all actions necessary to cause a majority of the directors of Reliance to be comprised of Rockwell's designees, including by accepting the resignations of those incumbent directors designated by Reliance or increasing the size of the Board and causing Rockwell's designees to be elected. (b) Reliance's obligations to appoint Rockwell's designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, if applicable. Reliance shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Amended Schedule 14D-9 such information with respect to Reliance and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Rockwell will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to Reliance. (c) Following the election or appointment of Rockwell's designees pursuant to this Section 1.03 and prior to the Effective Time (as hereinafter defined), any amendment or termination of this Agreement by Reliance, any extension by Reliance of the time for the performance of any of the obligations or other acts of Rockwell or the Purchaser or waiver of any of Reliance's rights hereunder, will require the concurrence of a majority of the directors of Reliance then in office who were not designated by Rockwell. ARTICLE II THE MERGER Section 2.01. The Merger. (a) In accordance with the provisions of this Agreement and the DGCL, at the Effective Time, the Purchaser shall be merged with and into Reliance (the "Merger"), and Reliance shall be the surviving corporation (hereinafter sometimes called the "Surviving Corporation") and shall continue its corporate existence under the laws of the 5 6 State of Delaware. At the Effective Time the separate existence of the Purchaser shall cease. (b) The name of the Surviving Corporation shall be "Reliance Electric Company." (c) The Merger shall have the effects on Reliance and the Purchaser as Constituent Corporations of the Merger as provided under the DGCL. Section 2.02. Effective Time. The Merger shall become effective at the time of filing of, or at such later time specified in, a certificate of merger (the "Certificate of Merger") (or, if applicable, a certificate of ownership and merger), in the form required by and executed in accordance with the DGCL, filed with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") in accordance with the provisions of Section 251 of the DGCL (or in the event Section 3.04 hereof is applicable, Section 253 of the DGCL). The date and time when the Merger shall become effective is herein referred to as the "Effective Time." Section 2.03. Certificate of Incorporation and By-Laws of Surviving Corporation. The Certificate of Incorporation and By-Laws of the Purchaser shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation until thereafter amended as provided by law. Section 2.04. Directors and Officers of Surviving Corporation. (a) Subject to applicable law, the directors of the Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. (b) The officers of Reliance immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. Section 2.05. Further Assurances. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Constituent Corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this 6 7 Agreement, the officers of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of each of the Constituent Corporations or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of the Constituent Corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement. ARTICLE III CONVERSION OF SHARES Section 3.01. Effect on Reliance Shares and the Purchaser's Capital Stock. (a) As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each Share issued and outstanding immediately prior to the Effective Time (other than any Shares held by Rockwell, the Purchaser, any subsidiary of Rockwell or the Purchaser, in the treasury of Reliance or by any subsidiary of Reliance, which Shares, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and retired and shall cease to exist with no payment being made with respect thereto, and other than any Dissenting Shares (as hereinafter defined)) shall be converted into the right to receive $31.00 in cash, in the case of Class A Shares and Class B Shares (the "Class A Merger Price"), and $83.948 in cash, in the case of Class C Shares (the "Class C Merger Price"), payable to the holder thereof, without interest thereon, as set forth in Section 4.02 hereof. (b) As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each share of capital stock of the Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of Common Stock, par value $1.00 per share, of the Surviving Corporation. Section 3.02. Reliance Option Plans. (a) Reliance shall take all actions necessary to provide that, immediately prior to the Effective Time, (i) each outstanding option to purchase Class A Shares (the "Options") granted under either Reliance's 1990 Key Employee Stock Option Plan or Reliance's 1994 Outside Directors Stock Option Plan (collectively, the "Option Plans"), whether or not then exercisable or vested, shall become fully exercisable and vested, (ii) each Option which is then outstanding shall be cancelled and (iii) in 7 8 consideration of such cancellation, and except to the extent that Rockwell or the Purchaser and the holder of any such Option otherwise agree, Reliance (or, at Rockwell's option, Rockwell or the Purchaser) shall pay to such holders of Options an amount in respect thereof equal to the product of (A) the excess, if any, of the Class A Merger Price over the exercise price thereof and (B) the number of Class A Shares subject thereto (such payment to be net of applicable withholding taxes); provided that the foregoing (x) shall be subject to obtaining any necessary consents of holders of Options and the making of any necessary amendments to the Option Plans, it being agreed that Reliance will use its best efforts to obtain any such consents and make any such amendments, and (y) shall not require any action which violates the Option Plans; provided, further, that if it is determined that compliance with any of the foregoing would cause any individual subject to Section 16 of the Exchange Act to become subject to the profit recovery provisions thereof, any Options held by such individual will be cancelled or purchased, as the case may be, as promptly as possible so as not to subject such individual to any liability pursuant to Section 16, but no later than at the Effective Time, and such individual will be entitled to receive from Reliance or the Surviving Corporation at the Effective Time or as soon as practicable thereafter (or, if later, the date six months and one day following the grant of such option), for each Share subject to an Option, an amount equal to the excess, if any, of the Class A Merger Price over the per Class A Share exercise price of such Option. (b) Except as provided herein or as otherwise agreed to by the parties and to the extent permitted by the Option Plans, (i) the Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement, providing for the issuance or grant of any other interest in respect of the capital stock of Reliance or any of its subsidiaries shall be deleted as of the Effective Time and (ii) Reliance shall use all reasonable efforts to ensure that following the Effective Time no holder of Options or any participant in the Option Plans or any other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of Reliance, the Surviving Corporation or any subsidiary thereof. Section 3.03. Stockholders' Meeting. (a) If required by applicable law in order to consummate the Merger, Reliance, acting through the Board, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the purchase of 8 9 and payment for Shares by the Purchaser pursuant to the Amended Offer for the purpose of considering and taking action upon the Merger and this Agreement and such other matters as may be necessary to consummate the transactions contemplated herein; (ii) prepare and file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Rockwell, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and to cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders and (y) to obtain the necessary approvals of the Merger, this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Board that stockholders of Reliance vote in favor of the approval of the Merger, the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby. (b) Rockwell agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger, the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby. Section 3.04. Merger Without Meeting of Stockholders. Notwithstanding Section 3.03 hereof, in the event that Rockwell, the Purchaser or any other subsidiary of Rockwell shall acquire at least 90% of the outstanding Class A Shares, 90% of the outstanding Class B Shares and 90% of the outstanding Class C Shares pursuant to the Amended Offer or otherwise, the parties hereto agree, at the request of Rockwell or the Purchaser, to take all necessary and appropriate action (including, without limitation, conversion of any Class B Shares and Class C Shares into Class A Shares) to cause the Merger to become effective as soon as practicable after the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Amended Offer without a meeting of stockholders of Reliance in accordance with Section 253 of the DGCL. 9 10 Section 3.05. Consummation of the Merger. As soon as practicable after the satisfaction or waiver of the conditions set forth in Article VIII hereof, the Surviving Corporation shall execute in the manner required by the DGCL and file with the Delaware Secretary of State the Certificate of Merger (or, in the event Section 3.04 hereof is applicable, the Purchaser shall execute in the manner required by the DGCL and file with the Delaware Secretary of State a certificate of ownership and merger), and the parties shall take such other and further actions as may be required by law to make the Merger effective as promptly as is practicable. ARTICLE IV DISSENTING SHARES; PAYMENT FOR SHARES Section 4.01. Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such Shares in accordance with Section 262 of the DGCL, if such Section 262 provides for appraisal rights for such Shares in the Merger ("Dissenting Shares"), shall not be converted into the right to receive the Class A Merger Price or Class C Merger Price, as provided in Section 3.01 hereof, unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Class A Merger Price or Class C Merger Price, if any, to which such holder is entitled, without interest or dividends thereon. Reliance shall give Rockwell prompt notice of any demands received by Reliance for appraisal of Shares and Rockwell shall have the right to participate in all negotiations and proceedings with respect to such demands. Reliance shall not, except with the prior written consent of Rockwell, make any payment with respect to, or settle or offer to settle, any such demands. Section 4.02. Payment for Shares. (a) From and after the Effective Time, a bank or trust company to be designated by Rockwell shall act as paying agent (the "Paying Agent") in effecting the payment of the Class A Merger Price or Class C Merger Price for certificates (the "Certificates") formerly representing Shares and entitled to payment of the Class A Merger Price or Class C Merger Price pursuant to Section 3.01 hereof. At the Effective Time, Rockwell or the Purchaser shall deposit, or cause to be deposited, in trust 10 11 with the Paying Agent the aggregate Class A Merger Price and Class C Merger Price to which holders of Shares shall be entitled at the Effective Time pursuant to Section 3.01 hereof. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Shares (other than Certificates representing Shares held by Rockwell or the Purchaser, any subsidiary of Rockwell or the Purchaser, in the treasury of Reliance or by any subsidiary of Reliance) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the Class A Merger Price or Class C Merger Price, as the case may be, therefor. Upon the surrender of each such Certificate, the Paying Agent shall pay the holder of such Certificate the Class A Merger Price or Class C Merger Price, as the case may be, multiplied by the number of Class A Shares, Class B Shares or Class C Shares, as appropriate, formerly represented by such Certificate, in consideration therefor, and such Certificate shall forthwith be cancelled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares held by Rockwell or the Purchaser, any subsidiary of Rockwell or the Purchaser, in the treasury of Reliance or by any subsidiary of Reliance) shall represent solely the right to receive the aggregate Class A Merger Price or Class C Merger Price, as the case may be, relating thereto. No interest shall be paid or accrued on the Class A Merger Price or Class C Merger Price. (c) Promptly following the date which is one year after the Effective Time, the Paying Agent shall deliver to Rockwell all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a Share (other than Certificates representing Dissenting Shares and Certificates representing Shares held by Rockwell or the Purchaser, any subsidiary of Rockwell or the Purchaser, in the treasury of Reliance or by any subsidiary of Reliance) may surrender such Certificate to Rockwell and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Class A Merger Price or Class C Merger Price, as the case may be, relating thereto, without any interest or dividends thereon. (d) The Class A Merger Price or the Class C Merger Price, if applicable, shall be net to each holder of Certificates in cash, subject to reduction only for any 11 12 applicable federal back-up withholding or stock transfer taxes payable by such holder. (e) If payment of cash in respect of any Certificate is to be made to a person other than the person in whose name such Certificate is registered, it shall be a condition to such payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of Rockwell or the Paying Agent that such tax either has been paid or is not payable. (f) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Shares (other than Certificates representing Shares held by Rockwell or the Purchaser, any subsidiary of Rockwell or the Purchaser, in the treasury of Reliance or by any subsidiary of Reliance) are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in return for the payment of the aggregate Class A Merger Price or Class C Merger Price, as the case may be, relating thereto, as provided in this Article IV, subject to applicable law in the case of Dissenting Shares. ARTICLE V REPRESENTATIONS AND WARRANTIES OF RELIANCE Reliance represents and warrants to Rockwell and the Purchaser as follows: Section 5.01. Organization. Reliance and each of its Significant Subsidiaries (as defined below) is a corporation duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and Reliance and each of its Significant Subsidiaries has all requisite corporate power and authority to own, lease and operate their respective properties and to carry on their respective businesses as now being conducted. Reliance and each of its subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the 12 13 failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, have a material adverse effect on the business, operations, assets, financial condition or results of operations of Reliance and its subsidiaries taken as a whole (a "Reliance Material Adverse Effect"). Reliance owns directly all of the outstanding capital stock of each of its Significant Subsidiaries. As used in this Agreement a "Significant Subsidiary" means a corporation which is a "significant subsidiary" within the meaning of Rule 1-02(v) of Regulation S-X. Section 5.02. Capitalization. The authorized capital stock of Reliance consists of 100,000,000 Class A Shares, 100,000,000 Class B Shares, 12,000,000 Class C Shares and 15,000,000 shares of preferred stock, par value $.10 per share ("Reliance Preferred Stock"). As of November 18, 1994, there were 35,542,437 Class A Shares, 694,064 Class B Shares, 5,250,000 Class C Shares and no shares of Reliance Preferred Stock issued and outstanding, and there are no Shares or shares of Reliance Preferred Stock held in Reliance's treasury. All of the outstanding Class A Shares are convertible into Class B Shares and vice versa on a share for share basis. Each Class C Share is convertible into 2.708 Class A Shares under certain circumstances as set forth in Reliance's certificate of incorporation. As of the date hereof, there were outstanding options to purchase 1,105,829 Class A Shares under Reliance option plans. Except for the conversion rights of holders of Shares with respect to conversion of such Shares into other classes of Shares pursuant to the certificate of incorporation of Reliance, the rights granted pursuant to the Rights Agreement (which agreement will be amended as described in Section 5.07 hereof), and options and rights to receive Class A Shares under Reliance option plans (which shall be cancelled pursuant to Section 3.02(a) hereof), there were not as of November 18, 1994, and at all times thereafter through the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or other rights or other agreements or commitments obligating Reliance or any of its subsidiaries to issue, transfer or sell any shares of capital stock of Reliance or any of its subsidiaries or any other securities convertible into or evidencing the right to subscribe for any such shares. All issued and outstanding Shares are duly authorized and validly issued, fully paid, non-assessable and free of preemptive rights with respect thereto. Section 5.03. Authority. Reliance has full corporate power and authority to execute and deliver this Agreement and, subject to the approval of its stockholders, if required, to consummate the transactions contemplated hereby. 13 14 The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Board, and other than the approval by its stockholders, if required, no other corporate proceedings are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Reliance and, assuming this Agreement constitutes a legal, valid and binding agreement of the other parties hereto, it constitutes a legal, valid and binding agreement of Reliance, enforceable against it in accordance with its terms. Section 5.04. No Violations; Consents and Approvals. (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by Reliance with any of the provisions hereof will (i) violate any provision of its certificate of incorporation or by-laws, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change in control, under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture or other instrument of indebtedness for money borrowed to which Reliance or any of its subsidiaries is a party, or by which Reliance or any of its subsidiaries or any of their respective properties is bound, other than the Competitive Advance and Revolving Credit Facility Agreement, dated as of April 21, 1993 among Reliance and the Lenders named therein and Chemical Bank, as administrative agent, and any violations, defaults, breaches of or rights under notes, bonds, mortgages, indentures or other instruments of indebtedness related to indebtedness for borrowed money amounting in the aggregate to less than $20,000,000, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change in control, under, any of the terms, conditions or provisions of any license, franchise, permit or agreement (other than those covered by the preceding clause (ii)) to which Reliance or any of its subsidiaries is a party, or by which Reliance or any of its subsidiaries or any of their respective properties is bound, or (iv) violate any statute, rule, regulation, order or decree of any public body or authority by which Reliance or any of its subsidiaries or any of their respective properties is bound, excluding from the foregoing clauses (iii) and (iv) violations, breaches, defaults or rights under the laws of any jurisdiction outside the United States or which, either individually or in the aggregate, would 14 15 not have a Reliance Material Adverse Effect or materially impair Reliance's ability to consummate the transactions contemplated hereby or for which Reliance has received or, prior to the consummation of the Amended Offer, shall have received appropriate consents or waivers. (b) No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required in connection with the execution and delivery of this Agreement by Reliance, or the consummation by Reliance of the transactions contemplated hereby, except (i) expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), which waiting period has expired, (ii) in connection, or in compliance, with the provisions of the Exchange Act, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iv) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (v) filing with, and approval of, the New York Stock Exchange, Inc. and the SEC with respect to the delisting and deregistration of the Class A Shares, (vi) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states or non-U.S. changes in control laws or regulations and (vii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings not obtained prior to the consummation of the Amended Offer the failure of which to be obtained or made would not, individually or in the aggregate, have a Reliance Material Adverse Effect, or materially impair Reliance's ability to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. Section 5.05. SEC Documents; Financial Statements. (a) Reliance has made available to Rockwell and the Purchaser copies of each registration statement, report, proxy statement, information statement or schedule filed with the SEC by Reliance since January 1, 1994 (the "SEC Documents"). As of their respective dates, Reliance's SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the Exchange Act, as the case may be, none of such SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 15 16 (b) Neither Reliance nor any of its subsidiaries, nor any of their respective assets, businesses, or operations, is as of the date of this Agreement a party to, or is bound or affected by, or receives benefits under any contract or agreement or amendment thereto, that in each case would be required to be filed as an exhibit to a Form 10-K as of the date of this Agreement that has not been filed as an exhibit to an SEC Document filed prior to the date of this Agreement. (c) As of their respective dates, the consolidated financial statements included in Reliance's SEC Documents complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented Reliance's consolidated financial position and that of its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and statements of cash flows for the periods then ended (subject, in the case of unaudited statements, to the lack of footnotes thereto, to normal year-end audit adjustments and to any other adjustments described therein). Section 5.06. Absence of Certain Changes. Since September 30, 1994 to the date of this Agreement, and excluding the payments contemplated by Section 5.11 hereof, Reliance has not (a) suffered any event or occurrence which, individually or in the aggregate, would have a Reliance Material Adverse Effect or (b) made any changes in accounting methods, principles or practices or (c) declared, set aside or paid any dividend or other distribution with respect to its capital stock. Since September 30, 1994 to the date of this Agreement, each of Reliance and its subsidiaries has conducted its operations according to its ordinary course of business consistent with past practice. Section 5.07. Rights Agreement. The Rights Agreement will be, within two business days after the date hereof, amended to provide that (i) neither Rockwell nor the Purchaser will become an "Acquiring Person," that no "Trigger Event," "Shares Acquisition Date" or "Distribution Date" (as such terms are defined in the Rights Agreement) will occur and that Section 13 of the Rights Agreement will not be triggered, in each case as a result of the announcement, commencement or consummation of the Initial Offer or the Amended Offer, the execution or delivery of this Agreement or any amendment hereto or the consummation of the transactions contemplated hereby (including, without limitation, the Merger), with the effect that none of such events will trigger the exercisability of the 16 17 Rights, the separation of the Rights from the stock certificates to which they are attached or any other provision of the Rights Agreement, (ii) a Distribution Date will in no event occur prior to the Effective Time or the earlier termination of this Agreement and (iii) the Rights will no longer be outstanding upon the consummation of the Merger. Reliance will promptly furnish to Rockwell and the Purchaser a complete and correct copy of the Rights Agreement, as so amended. Section 5.08. Information. None of the Amended Schedule 14D-9, the Proxy Statement, if any, or any other document filed or to be filed by or on behalf of Reliance with the SEC or any other governmental entity in connection with the transactions contemplated by this Agreement contained when filed or will, at the respective times filed with the SEC or other governmental entity and, in addition, in the case of the Proxy Statement, if any, at the date it or any amendment or supplement is mailed to stockholders and at the time of any Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided that the foregoing shall not apply to information supplied by Rockwell or the Purchaser specifically for inclusion or incorporation by reference in any such document. The Amended Schedule 14D-9 and the Proxy Statement, if any, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. None of the information supplied by Reliance specifically for inclusion or incorporation by reference in the Amended Offer Documents or in any other document filed or to be filed by or on behalf of Rockwell or the Purchaser with the SEC or any other governmental entity in connection with the transactions contemplated by this Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Section 5.09. Delaware Section 203. The Board has taken all appropriate and necessary action such that the provisions of Section 203 of the DGCL will not apply to any of the transactions contemplated by this Agreement. Section 5.10. Broker's Fees. Except for fees and expenses specifically described in Reliance's Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Initial Offer payable in connection with the engagement of Goldman, Sachs & Co. and Prudential Securities Incorporated by 17 18 Reliance, neither Reliance nor any of its subsidiaries or any of its directors or officers has incurred any liability for any broker's fees, commissions, or financial advisory or finder's fees in connection with any of the transactions contemplated by this Agreement, and neither Reliance nor any of its subsidiaries or any of its directors or officers has employed any other broker, finder or financial advisor in connection with any of the transactions contemplated by this Agreement. Section 5.11. Termination of General Signal Agreement. (a) The Agreement and Plan of Merger, dated as of August 30, 1994, by and between General Signal Corporation, a New York corporation ("General Signal"), and Reliance, as amended to date (the "General Signal Agreement"), has been terminated in accordance with its terms, and Reliance has paid to General Signal the fees and expenses required pursuant thereto. The aggregate amount of all fees and expenses paid or payable by Reliance to General Signal as a result of such termination shall not exceed $55,150,000. Reliance has not paid General Signal and is not required under the General Signal Agreement (or under any other agreement or understanding between General Signal and Reliance or otherwise) to pay to General Signal any amounts beyond those specified in the immediately preceding sentence. (b) Notwithstanding any other provision of this Agreement to the contrary, Rockwell and the Purchaser acknowledge and consent to payment to General Signal of the amount set forth in paragraph (a) of this Section 5.11. ARTICLE VI REPRESENTATIONS AND WARRANTIES OF ROCKWELL AND THE PURCHASER Rockwell and the Purchaser represent and warrant to Reliance as follows: Section 6.01. Organization. Each of Rockwell and the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Delaware and each of Rockwell and the Purchaser has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Section 6.02. Authority. Each of Rockwell and the Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by 18 19 the Board of Directors of each of Rockwell and the Purchaser and by Rockwell as the sole stockholder of the Purchaser and no other corporate proceedings are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Rockwell and the Purchaser and, assuming this Agreement constitutes a legal, valid and binding agreement of Reliance, it constitutes a legal, valid and binding agreement of each of Rockwell and the Purchaser, enforceable against them in accordance with its terms. Section 6.03. No Violations; Consents and Approvals. (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by Rockwell or the Purchaser with any of the provisions hereof will (i) violate any provision of their respective certificates of incorporation or by-laws, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture or other instrument of indebtedness for money borrowed to which Rockwell or the Purchaser is a party, or by which Rockwell or the Purchaser or any of their respective properties is bound, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, under, any of the terms, conditions or provisions of any license, franchise, permit or agreement to which Rockwell or the Purchaser is a party, or by which Rockwell or the Purchaser or any of their respective properties is bound, or (iv) violate any statute, rule, regulation, order or decree of any public body or authority by which Rockwell or the Purchaser or any of its respective properties is bound, excluding from the foregoing clauses (ii), (iii) and (iv) violations, breaches, defaults or rights which, either individually or in the aggregate, would not have a material adverse effect on Rockwell's or the Purchaser's ability to perform their respective obligations pursuant to this Agreement or consummate the Amended Offer and the Merger (a "Rockwell Material Adverse Effect") or for which Rockwell or the Purchaser has received appropriate consents or waivers. (b) No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required by Rockwell or the Purchaser in connection with the execution and delivery of this Agreement, or the consummation by Rockwell or the Purchaser of the transactions 19 20 contemplated hereby, except (i) expiration of the waiting period under the HSR Act, which waiting period has expired, (ii) in connection, or in compliance, with the provisions of the Exchange Act, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iv) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (v) such consents, approvals, orders, authorizations, notifications, approvals, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states and (vi) such other consents, orders, authorizations, registrations, declarations and filings not obtained prior to the Effective Time the failure of which to be obtained or made would not, individually or in the aggregate, have a Rockwell Material Adverse Effect. Section 6.04. Information. Neither the Amended Offer Documents nor any other document filed or to be filed by or on behalf of Rockwell or the Purchaser with the SEC or any other governmental entity in connection with the transactions contemplated by this Agreement contained when filed or will, at the respective times filed with the SEC or other governmental entity, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided that the foregoing shall not apply to information supplied by Reliance specifically for inclusion or incorporation by reference in any such document. None of the information supplied by Rockwell or the Purchaser specifically for inclusion or incorporation by reference in the Amended Schedule 14D-9, the Proxy Statement, if any, or any other document filed or to be filed by or on behalf of Reliance with the SEC or any other governmental entity in connection with the transactions contemplated by this Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Section 6.05. Financing. Rockwell or the Purchaser has and will have at the time of acceptance for payment and purchase of Shares under the Amended Offer and at the Effective Time, the funds necessary to consummate the Amended Offer and the Merger and the transactions contemplated thereby and to pay related fees and expenses. 20 21 ARTICLE VII COVENANTS Section 7.01. Conduct of Business of Reliance. Except as contemplated by this Agreement or as expressly agreed to in writing by Rockwell, during the period from the date of this Agreement to the Effective Time, each of Reliance and its subsidiaries will conduct its operations according to its ordinary course of business consistent with past practice, and will use all commercially reasonable efforts to preserve intact its business organization, to keep available the services of its employees and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it and will take no action which would materially adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement. Section 7.02. Acquisitions and Divestitures. Prior to the Effective Time, Reliance shall keep Rockwell advised of the status of all discussions and negotiations concerning possible acquisitions and divestitures of any corporations or businesses, and Reliance agrees that without the prior written consent of Rockwell it shall not make, or agree to make, any such acquisition or divestiture. Section 7.03. No Solicitation. (a) Reliance agrees that, prior to the Effective Time, it shall not, and shall not authorize or permit any of its subsidiaries or any of its or its subsidiaries' directors, officers, employees, agents or representatives to, directly or indirectly, solicit, initiate, facilitate or encourage (including by way of furnishing or disclosing non-public information) any inquiries or the making of any proposal with respect to any merger, consolidation or other business combination involving Reliance or its subsidiaries or acquisition of any kind of all or substantially all of the assets or capital stock of Reliance and its subsidiaries taken as a whole (an "Acquisition Transaction") or negotiate, explore or otherwise communicate in any way with any third party (other than Rockwell or the Purchaser) with respect to any Acquisition Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement; provided that Reliance may, in response to an unsolicited written proposal with respect to an Acquisition Transaction from a financially capable third party that contains no financing condition, (i) furnish or disclose non-public information to such third party and (ii) negotiate, explore or otherwise communicate with such third party, in each case only if the Board determines in good faith by a majority vote, after consultation with its legal and financial advisors, 21 22 and after receipt of the written opinion of outside legal counsel of Reliance that failing to take such action would constitute a breach of the fiduciary duties of the Board, that taking such action is reasonably likely to lead to an Acquisition Transaction that is more favorable to the stockholders of Reliance than the Amended Offer and the Merger and that failing to take such action would constitute a breach of the Board's fiduciary duties. (b) Reliance shall immediately advise in writing Rockwell of the receipt of any inquiries or proposals relating to an Acquisition Transaction and any actions taken pursuant to Section 7.03(a). Section 7.04. Access to Information. From the date of this Agreement until the Effective Time, Reliance will give Rockwell and its authorized representatives (including counsel, environmental and other consultants, accountants and auditors) full access during normal business hours to all facilities, personnel and operations and to all books and records of Reliance and its subsidiaries, will permit Rockwell to make such inspections as it may reasonably require and will cause its officers and those of its subsidiaries to furnish Rockwell with such financial and operating data and other information with respect to its business and properties as Rockwell may from time to time reasonably request. Other than as required by applicable law, Rockwell agrees that any information furnished to it, its subsidiaries or its authorized representatives pursuant to this Section 7.04 will be kept confidential for a period of three years from the date hereof. Section 7.05. Best Efforts; Other Actions. Subject to the terms and conditions herein provided and applicable law, each of Reliance, Rockwell and the Purchaser shall use its best efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) the obtaining of all necessary consents, approvals or waivers under its material contracts and (ii) the lifting of any legal bar to the Merger. Section 7.06. Public Announcements. Before issuing any press release or otherwise making any public statements with respect to this Agreement, the Amended Offer or the Merger, Rockwell, the Purchaser and Reliance will consult with each other as to its form and substance and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by law. 22 23 Section 7.07. Notification of Certain Matters. Each of Reliance and Rockwell shall give prompt notice to the other party of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause either (A) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the acceptance for payment of Shares pursuant to the Amended Offer, (B) any condition set forth in Annex I to be unsatisfied in any material respect at any time from the date hereof to the date the Purchaser purchases Shares pursuant to the Amended Offer or (C) any condition set forth in Article VIII hereof to be unsatisfied in any material respect at any time from the date hereof to the Effective Time, and (ii) any material failure of Reliance or Rockwell, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.07 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. Section 7.08. Indemnification. (a) From and after the Effective Time, Rockwell shall indemnify, defend and hold harmless the present and former officers, directors, employees and agents of Reliance and its subsidiaries against all losses, claims, damages, expenses or liabilities arising out of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time to the same extent and on the same terms and conditions (including with respect to advancement of expenses) provided for in Reliance's Certificate of Incorporation and By-Laws and agreements in effect at the date hereof (to the extent consistent with applicable law). (b) For a period of six years after the Effective Time, Rockwell shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by Reliance (provided that Rockwell may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time; provided, however, that Rockwell shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 250% of the premiums paid as of the date hereof by Reliance for such insurance. (c) The provisions of this Section 7.08 are intended to be for the benefit of, and shall be enforceable by each indemnified party hereunder, his or her heirs and his or her representatives. 23 24 Section 7.09. Expenses. Except as set forth in Section 9.05(b) hereof, Rockwell and Reliance shall bear their respective expenses incurred in connection with this Agreement, the Amended Offer and the Merger, including, without limitation, the preparation, execution and performance of this Agreement and the transactions contemplated hereby, and all fees and expenses of investment bankers, finders, brokers, agents, representatives, counsel and accountants. Section 7.10. Reliance Rights Agreement. Except as contemplated by Section 5.07 hereof or the last sentence of this Section 7.10, Reliance shall not redeem the Rights or amend or terminate the Rights Agreement prior to the consummation of the Merger unless required to do so by order of a court of competent jurisdiction or fiduciary obligations. Reliance will take any necessary further actions to cause the Rights not to be outstanding upon consummation of the Merger. If requested to do so by Rockwell or the Purchaser, Reliance shall redeem all outstanding Rights at a redemption price of $0.01 per Right effective immediately prior to the acceptance for payment of any Shares by the Purchaser pursuant to the Amended Offer. Section 7.11. State Takeover Laws. Reliance shall, upon the request of Rockwell or the Purchaser, take all reasonable steps to assist in any challenge by Rockwell or the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Initial Offer, the Amended Offer and the Merger, of any state takeover law. ARTICLE VIII CONDITIONS TO THE OBLIGATIONS OF ROCKWELL, THE PURCHASER AND RELIANCE The respective obligations of each party to effect the Merger shall be subject to the fulfillment of each of the following conditions: Section 8.01. Purchase of Shares. The Purchaser shall have accepted for payment and paid for Shares pursuant to the Amended Offer in accordance with the terms thereof; provided that this condition shall be deemed to have been satisfied with respect to Rockwell and the Purchaser if the Purchaser fails to accept for payment or pay for Shares pursuant to the Amended Offer in violation of the terms of the Amended Offer. Section 8.02. Stockholder Approval. The vote of the stockholders of Reliance necessary to consummate the 24 25 transactions contemplated by this Agreement shall have been obtained, if required by applicable law. Section 8.03. No Legal Impediments. No statute, rule, regulation, judgment, writ, decree, order or injunction shall have been promulgated, enacted, entered, enforced or deemed applicable to this Agreement or the Merger, and no other action shall have been taken, by any domestic, foreign or supranational government or governmental, administrative or regulatory authority or agency or by any court or tribunal, domestic, foreign or supranational, that has the effect of making illegal or directly or indirectly restraining, prohibiting or restricting the consummation of the Merger. ARTICLE IX TERMINATION AND ABANDONMENT Section 9.01. Termination. This Agreement may be terminated at any time prior to the Effective Time: (a) by mutual consent of the Boards of Directors of Rockwell and Reliance; (b) by either Rockwell or Reliance if, without fault of such terminating party, the purchase of Shares pursuant to the Amended Offer shall not have occurred on or before March 31, 1995, which date may be extended by mutual written consent of the parties hereto; (c) by Rockwell or Reliance if the Amended Offer expires or is terminated or withdrawn pursuant to its terms without any Shares being purchased thereunder; provided, however, that Rockwell may not terminate this Agreement pursuant to this Section 9.01(c) if Rockwell's or the Purchaser's termination of, or failure to accept for payment or pay for any Shares tendered pursuant to, the Amended Offer does not follow the occurrence, or failure to occur, as the case may be, of any condition set forth in Annex I hereto or is otherwise in violation of the terms of the Amended Offer; or (d) by either Rockwell or Reliance if any court of competent jurisdiction in the United States or other governmental body in the United States shall have issued an order (other than a temporary restraining order), decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the purchase of Shares pursuant to the Amended Offer or the Merger, and such order, decree, ruling or other action shall have become 25 26 final and nonappealable; provided that the party seeking to terminate this Agreement shall have used its best efforts to remove or lift such order, decree or ruling. Section 9.02. Termination by Rockwell. This Agreement may be terminated and the Amended Offer and the Merger may be abandoned by action of the Board of Directors of Rockwell, at any time prior to the purchase of Shares pursuant to the Amended Offer, if the Board shall (a) withdraw, modify or change its recommendation or approval in respect of this Agreement or the Amended Offer in a manner adverse to Rockwell, (b) have recommended any proposal in respect of an Acquisition Transaction, or (c) fail to reaffirm its recommendation and approval in respect of this Agreement and the Amended Offer promptly after any request therefor by Rockwell. Section 9.03. Termination by Reliance. This Agreement may be terminated and the Merger may be abandoned by action of the Board, at any time prior to the Effective Time, (a) if there shall be a material breach of any of Rockwell's or the Purchaser's representations, warranties or covenants hereunder, which breach shall not be cured within ten days of notice thereof, or (b) to allow Reliance to enter into an agreement in respect of an Acquisition Transaction which the Board determines is more favorable to Reliance's stockholders from a financial point of view than the transactions contemplated hereby (provided that, upon such termination, Reliance shall pay to Rockwell the fee described in Section 9.05(b) hereof). Section 9.04. Procedure for Termination. In the event of termination and abandonment of the Merger and the Amended Offer by Rockwell or the Merger by Reliance pursuant to this Article IX, written notice thereof shall forthwith be given to the other. Section 9.05. Effect of Termination and Abandonment. (a) In the event of termination of this Agreement and abandonment of the Merger pursuant to this Article IX, no party hereto (or any of its directors or officers) shall have any liability or further obligation to any other party to this Agreement, except as provided in this Section 9.05 and except that nothing herein shall relieve any party from liability for any breach of this Agreement. (b) If (i) after the date hereof and during the term of this Agreement any corporation, partnership, person, other entity or group (as defined in Section 13(d)(3) of the Exchange Act) other than Rockwell or the Purchaser or any of their respective subsidiaries or affiliates shall have become the beneficial owner of more than 50% of the outstanding Class A 26 27 Shares (either on a primary or a fully diluted basis) or (ii) Rockwell shall have terminated this Agreement pursuant to Section 9.02 hereof or (iii) Reliance shall have terminated this Agreement pursuant to Section 9.03(b) hereof, then in any such case Reliance shall promptly, but in no event later than two days after the date of such termination or event, pay Rockwell an expense reimbursement fee of $10,000,000, which amount shall be payable in same day funds, provided, that no fee shall be paid pursuant to this Section 9.05(b) if Rockwell shall be in material breach of its obligations hereunder. ARTICLE X DEFINITIONS Section 10.01. Terms Defined in the Agreement. The following terms used herein shall have the meanings ascribed in the indicated sections. Acquisition Transaction . . . . . . . . . . . 7.03(a) Agreement . . . . . . . . . . . . . . . . . . Preamble Amended Offer . . . . . . . . . . . . . . . . Recitals Amended Offer Documents . . . . . . . . . . . 1.01(a) Amended Schedule 14D-9 . . . . . . . . . . . . 1.02(b) Board . . . . . . . . . . . . . . . . . . . . Recitals Certificate of Merger . . . . . . . . . . . . 2.02 Certificates . . . . . . . . . . . . . . . . . 4.02(a) Class A Merger Price . . . . . . . . . . . . . 3.01 Class A Rights . . . . . . . . . . . . . . . . Recitals Class A Shares . . . . . . . . . . . . . . . . Recitals Class B Rights . . . . . . . . . . . . . . . . Recitals Class B Shares . . . . . . . . . . . . . . . . Recitals Class C Merger Price . . . . . . . . . . . . . 3.01 Class C Rights . . . . . . . . . . . . . . . . Recitals Class C Shares . . . . . . . . . . . . . . . . Recitals Constituent Corporations . . . . . . . . . . Preamble Delaware Secretary of State . . . . . . . . . 2.02 DGCL . . . . . . . . . . . . . . . . . . . . . Recitals Dissenting Shares . . . . . . . . . . . . . . 4.01 Effective Time . . . . . . . . . . . . . . . . 2.02 Exchange Act . . . . . . . . . . . . . . . . . 1.02(b) General Signal . . . . . . . . . . . . . . . . 5.11(a) General Signal Agreement . . . . . . . . . . . 5.11(a) HSR Act . . . . . . . . . . . . . . . . . . . 5.04(b) Initial Offer . . . . . . . . . . . . . . . . Recitals Merger . . . . . . . . . . . . . . . . . . . . 2.01(a) Minimum Condition . . . . . . . . . . . . . . Annex I Offer Documents . . . . . . . . . . . . . . . 1.01(a) Offer to Purchase . . . . . . . . . . . . . . 1.01(a) Option Plans . . . . . . . . . . . . . . . . . 3.02(a) Options . . . . . . . . . . . . . . . . . . . 3.02(a)
27 28 Paying Agent . . . . . . . . . . . . . . . . . 4.02(a) person . . . . . . . . . . . . . . . . . . . . 11.09 Proxy Statement . . . . . . . . . . . . . . . 3.03(a)(ii) Purchaser . . . . . . . . . . . . . . . . . . Preamble Reliance . . . . . . . . . . . . . . . . . . . Preamble Reliance Material Adverse Effect . . . . . . . 5.01 Reliance Preferred Stock . . . . . . . . . . . 5.02 Rights . . . . . . . . . . . . . . . . . . . . Recitals Rights Agreement . . . . . . . . . . . . . . . Recitals Rockwell . . . . . . . . . . . . . . . . . . . Preamble Rockwell Material Adverse Effect . . . . . . . 6.03(a) SEC . . . . . . . . . . . . . . . . . . . . . 1.01(a) SEC Documents . . . . . . . . . . . . . . . . 5.05(a) Shares . . . . . . . . . . . . . . . . . . . . Recitals Significant Subsidiary . . . . . . . . . . . . 5.01 Special Meeting . . . . . . . . . . . . . . . 3.03(a)(i) subsidiary . . . . . . . . . . . . . . . . . . 11.09 Surviving Corporation . . . . . . . . . . . . 2.01(a)
ARTICLE XI MISCELLANEOUS Section 11.01. Amendment and Modification. Subject to applicable law, this Agreement may be amended, modified or supplemented only by written agreement of Rockwell, the Purchaser and Reliance at any time prior to the Effective Time with respect to any of the terms contained herein. Section 11.02. Waiver of Compliance; Consents. Any failure of Rockwell, the Purchaser or Reliance to comply with any obligation, covenant, agreement or condition herein may be waived by Reliance, the Purchaser or Rockwell, respectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.02. Section 11.03. Survivability; Investigations. The respective representations and warranties of Rockwell, the Purchaser and Reliance contained herein or in any certificates or other documents delivered prior to or as of the Effective Time shall not be deemed waived or otherwise affected by any investigation made by any party hereto and shall not survive the Merger. The covenants and agreements of the Surviving 28 29 Corporation and Rockwell and the Purchaser, including those contained in Section 7.08 hereof, shall survive the Effective Time without limitation. Section 11.04. Notices. All notices and other communications hereunder shall be in writing and shall be delivered personally, by next-day courier or mailed by registered or certified mail (return receipt requested), first class postage prepaid, or telecopied with confirmation of receipt, to the parties at the addresses specified below (or at such other address for a party as shall be specified by like notice; provided that notices of a change of address shall be effective only upon receipt thereof). Any such notice shall be effective upon receipt, if personally delivered or telecopied, one day after delivery to a courier for next-day delivery, or three days after mailing, if deposited in the U.S. mail, first class postage prepaid. (a) if to Reliance, to Reliance Electric Company 6065 Parkland Avenue Cleveland, Ohio 44124 Telecopy: (216) 266-5852 Attention: Vice President, General Counsel and Secretary with a copy to Calfee, Halter & Griswold 800 Superior Avenue Suite 1800 Cleveland, Ohio 44114 Telecopy: (216) 241-0816 Attention: Michael L. Miller, Esq. and Sullivan & Cromwell 125 Broad Street New York, New York 10004 Telecopy: (212) 558-3588 Attention: Joseph B. Frumkin, Esq. 29 30 (b) if to Rockwell or the Purchaser, to Rockwell International Corporation 2201 Seal Beach Boulevard Seal Beach, California 90740 Telecopy: (310) 797-5020 Attention: Senior Vice President, General Counsel and Secretary with a copy to: Chadbourne & Parke 30 Rockefeller Plaza New York, New York 10112 Telecopy: (212) 541-5369 Attention: Peter R. Kolyer, Esq. and Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Telecopy: (212) 403-2000 Attention: Steven A. Rosenblum, Esq. Section 11.05. Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. This Agreement is not intended to confer any rights or remedies hereunder upon any other person except the parties hereto and, with respect to Section 7.08, the present and former officers, directors, employees and agents of Reliance. Section 11.06. Governing Law. Except as the laws of the State of Delaware are by their terms applicable, this Agreement shall be governed by the laws of the State of New York (regardless of the laws that might otherwise govern under applicable New York principles of conflicts of law) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. Section 11.07. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 30 31 Section 11.08. Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect against a party hereto, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby and such invalidity, illegality or unenforceability shall only apply as to such party in the specific jurisdiction where such judgment shall be made. Section 11.09. Interpretation. The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. As used in this Agreement, (i) the term "person" shall mean and include an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof; and (ii) the term "subsidiary" of any specified corporation shall mean any corporation of which a majority of the outstanding securities having ordinary voting power to elect a majority of the board of directors are directly or indirectly owned by such specified corporation or any other person of which a majority of the equity interests therein are, directly or indirectly, owned by such specified corporation. Section 11.10. Guarantee. Rockwell hereby guarantees the due performance by the Purchaser of all of the Purchaser's obligations incurred in connection with the Amended Offer and the Merger. Section 11.11. Entire Agreement. This Agreement, including the schedules, annexes and exhibits hereto and the documents and instruments referred to herein and therein, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and supersedes all prior agreements and understandings between the parties with respect to such subject matter. There are no representations, promises, warranties, covenants, or 31 32 undertakings in respect of such subject matter, other than those expressly set forth or referred to herein and therein. IN WITNESS WHEREOF, Rockwell, the Purchaser and Reliance have caused this Agreement to be signed by their respective duly authorized officers as of the date first above written. ROCKWELL INTERNATIONAL CORPORATION By: /s/ WILLIAM J. CALISE, JR. ------------------------------- Name: William J. Calise, Jr. Title: Senior Vice President, General Counsel and Secretary ROK ACQUISITION CORPORATION By: /s/ WILLIAM J. CALISE, JR. ------------------------------- Name: William J. Calise, Jr. Title: Secretary RELIANCE ELECTRIC COMPANY By: /s/ JOHN C. MORLEY ------------------------------- Name: John C. Morley Title: President and Chief Executive Officer 32 33 ANNEX I Conditions to the Amended Offer. Notwithstanding any other provision of the Amended Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) promulgated under the Exchange Act (relating to the Purchaser's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Amended Offer), pay for, and may delay the acceptance for payment of any tendered Shares and amend or terminate the Amended Offer as to any Shares not then paid for if (i) the condition that there shall be validly tendered and not withdrawn prior to the expiration of the Amended Offer a number of Shares which represents at least a majority of the number of Class A Shares outstanding on a fully diluted basis (assuming conversion of all Class B Shares and Class C Shares into Class A Shares and the exercise of all outstanding Options) (the "Minimum Condition") shall not have been satisfied or (ii) at any time after execution of this Merger Agreement and before the time of payment for any such Shares (whether or not any Shares have theretofore been accepted for payment or paid for pursuant to the Amended Offer), any of the following events shall occur: (a) there shall be in effect an injunction or other order, decree, judgment or ruling by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission or a statute, rule, regulation, executive order or other action shall have been promulgated, enacted or taken by a governmental authority or a governmental, regulatory or adminstrative agency or commission which in any such case (i) restrains or prohibits the making or consummation of the Amended Offer or the consummation of the Merger, (ii) prohibits or restricts the ownership or operation by Rockwell or the Purchaser (or any of their respective affiliates or subsidiaries) of any portion of its or Reliance's business or assets which is material to the business of all such entities taken as a whole, or compels Rockwell or the Purchaser (or any of their respective affiliates or subsidiaries) to dispose of or hold separate any portion of its or Reliance's business or assets which is material to the business of all such entities taken as a whole, (iii) imposes material limitations on the ability of the Purchaser effectively to acquire or to hold or to exercise full rights of ownership of the Shares, including, without limitation, the right to vote the Shares purchased by the Purchaser on all matters properly presented to the stockholders of Reliance, (iv) imposes any material limitations on the ability of Rockwell or the Purchaser or any of their respective affiliates or subsidiaries effectively to control in any material respect the business and operations of Reliance and its subidiaries, or (v) which otherwise would materially 34 adversely affect Reliance and its subsidiaries taken as a whole; or (b) this Agreement shall have been terminated by Reliance, Rockwell or the Purchaser in accordance with its terms; or (c) (i) the representations and warranties made by Reliance in this Agreement shall not have been true and correct in all material respects when made, or shall have ceased to be true and correct in all material respects as of the Expiration Date (as defined in the Amended Offer Documents) as if made as of such date, or (ii) as of the Expiration Date Reliance shall not in all material respects have performed its material obligations and agreements and complied with its material covenants to be performed and complied with by it under this Agreement; or (d) Rockwell, the Purchaser and Reliance shall have agreed that the Purchaser shall amend the Amended Offer to terminate the Amended Offer or postpone the payment for Shares pursuant thereto. The foregoing conditions are for the sole benefit of Rockwell and the Purchaser and may be asserted by Rockwell or the Purchaser regardless of the circumstances (including any action or inaction by Rockwell or the Purchaser) giving rise to any such conditions and may be waived by Rockwell or the Purchaser in whole or in part at any time and from time to time in their sole discretion, in each case, subject to the terms of this Agreement. The failure by Rockwell or the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. 2 EX-99.A25 3 SUPPLEMENT TO OFFER TO PURCHASE, DATED 11/22/94 1 Exhibit (a)(25) SUPPLEMENT TO OFFER TO PURCHASE DATED OCTOBER 21, 1994 ROK ACQUISITION CORPORATION A WHOLLY-OWNED SUBSIDIARY OF ROCKWELL INTERNATIONAL CORPORATION HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK AND ALL OUTSTANDING SHARES OF CLASS B COMMON STOCK OF RELIANCE ELECTRIC COMPANY TO $31 NET PER SHARE AND ALL OUTSTANDING SHARES OF CLASS C COMMON STOCK OF RELIANCE ELECTRIC COMPANY TO $83.948 NET PER SHARE THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 6, 1994, UNLESS THE OFFER IS FURTHER EXTENDED. THE BOARD OF DIRECTORS OF RELIANCE ELECTRIC COMPANY (THE "COMPANY") HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE MERGER DESCRIBED HEREIN ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY, HAS APPROVED THE ROCKWELL MERGER AGREEMENT (AS HEREINAFTER DEFINED), THE OFFER AND THE MERGER AND RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER. THE OFFER IS CONDITIONED UPON SHARES (AS HEREINAFTER DEFINED) REPRESENTING AT LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES OF CLASS A COMMON STOCK OF THE COMPANY ON A FULLY DILUTED BASIS (ASSUMING CONVERSION OF ALL OUTSTANDING SHARES OF CLASS B COMMON STOCK AND CLASS C COMMON STOCK OF THE COMPANY INTO SHARES OF CLASS A COMMON STOCK OF THE COMPANY AND THE EXERCISE OF ALL OUTSTANDING OPTIONS) BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER (THE "MINIMUM CONDITION"). THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS. SEE THE INTRODUCTION AND SECTION 8 OF THIS SUPPLEMENT. THE OFFER IS NOT CONDITIONED UPON THE PURCHASER OBTAINING FINANCING. ON NOVEMBER 21, 1994, THE COMPANY, ROK ACQUISITION CORPORATION AND ROCKWELL INTERNATIONAL CORPORATION ENTERED INTO THE ROCKWELL MERGER AGREEMENT. THE TERMS AND CONDITIONS OF THE ROCKWELL MERGER AGREEMENT ARE SUMMARIZED IN SECTION 7 OF THIS SUPPLEMENT. ------------------------ The Dealer Manager for the Offer is: DILLON, READ & CO. INC. November 22, 1994 2 IMPORTANT Any stockholder desiring to tender all or any portion of his Shares should either (a) complete and sign either the appropriate original (green, in the case of Class A Shares) or revised (blue, in the case of Class A Shares) Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the Letter of Transmittal and mail or deliver it together with the certificate(s) representing tendered Shares and any other required documents to the Depositary or, in the case of Class A Shares, tender such Shares pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase (as hereinafter defined) or (b) request his broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him. A stockholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if he desires to tender such Shares. A stockholder who desires to tender his Shares, and whose certificates representing such Shares are not immediately available or, in the case of Class A Shares, who cannot comply with the procedures for book-entry transfer on a timely basis, may tender such Shares by following the procedures for guaranteed delivery set forth in Section 3 of the Offer to Purchase. Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of this Supplement. Additional copies of this Supplement, the Offer to Purchase, the revised (blue, in the case of Class A Shares) Letters of Transmittal, the revised (grey) Notice of Guaranteed Delivery and other related materials may be obtained from the Information Agent or from brokers, dealers, commercial banks and trust companies. 3 TABLE OF CONTENTS
PAGE ---- INTRODUCTION.......................................................................... 1 THE TENDER OFFER...................................................................... 3 1. Amended Terms of the Offer; Expiration Date....................................... 3 2. Price Range of Shares; Dividends.................................................. 4 3. Certain Information Concerning the Company........................................ 4 4. Certain Information Concerning Rockwell and the Purchaser......................... 6 5. Background of the Offer since October 21, 1994; Contacts with the Company......... 8 6. Plans for the Company............................................................. 11 7. The Rockwell Merger Agreement..................................................... 11 8. Certain Conditions to the Offer................................................... 18 9. Source and Amount of Funds........................................................ 19 10. Certain Legal Matters; Required Regulatory Approvals.............................. 20 11. Miscellaneous..................................................................... 20
i 4 To: All Holders of Shares of Class A Common Stock, Class B Common Stock and Class C Common Stock of Reliance Electric Company: INTRODUCTION The following information amends and supplements the Offer to Purchase, dated October 21, 1994 (the "Offer to Purchase"), of ROK Acquisition Corporation (the "Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Rockwell International Corporation, a Delaware corporation ("Rockwell"). Pursuant to this Supplement, the Purchaser is now offering to purchase (i) all 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"), at a purchase price of $31 per Class A Share, net to the seller in cash, without interest thereon, (ii) all outstanding shares of Class B Common Stock, par value $.01 per share (the "Class B Shares"), of the Company at a purchase price of $31 per Class B Share, net to the seller in cash, without interest thereon, and (iii) all outstanding shares of Class C Common Stock, par value $.01 per share (the "Class C Shares" and, together with the Class A Shares and the Class B Shares, the "Shares"), of the Company at a purchase price of $83.948 per Class C Share, 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, as amended and supplemented by this Supplement, and in the related revised Letters of Transmittal (which together constitute the "Offer"). Unless the context requires otherwise, references herein to Shares shall include the associated preferred stock purchase rights attached thereto and any tender of Shares shall constitute a tender of the associated preferred stock purchase rights attached thereto. Except as otherwise set forth in this Supplement and in the revised (blue, in the case of Class A Shares) Letters of Transmittal, the terms and conditions previously set forth in the Offer to Purchase and the related Letters of Transmittal remain applicable in all respects to the Offer, and this Supplement should be read in conjunction with the Offer to Purchase. Unless the context otherwise requires, terms not defined herein have the meanings ascribed to them in the Offer to Purchase. Procedures for tendering Shares are set forth in Section 3 of the Offer to Purchase. Tendering stockholders may continue to use the original (green, in the case of Class A Shares) Letters of Transmittal and the original (green) Notice of Guaranteed Delivery previously circulated with the Offer to Purchase, or the revised (blue, in the case of Class A Shares) Letters of Transmittal and the revised (grey) Notice of Guaranteed Delivery circulated with this Supplement. While the Letters of Transmittal previously circulated with the Offer to Purchase refer only to the Offer to Purchase, stockholders using such document to tender their Shares will nevertheless be deemed to be tendering pursuant to the amended Offer (including the amendments and supplements made by this Supplement) and will receive the increased Offer prices per Share described in this Supplement if Shares are accepted for payment and paid for by the Purchaser pursuant to the Offer. SHARES PREVIOUSLY VALIDLY TENDERED AND NOT WITHDRAWN CONSTITUTE VALID TENDERS FOR PURPOSES OF THE OFFER. STOCKHOLDERS ARE NOT REQUIRED TO TAKE ANY FURTHER ACTION WITH RESPECT TO SUCH SHARES IN ORDER TO RECEIVE THE INCREASED OFFER PRICE OF $31 PER SHARE (IN THE CASE OF CLASS A SHARES AND CLASS B SHARES) OR $83.948 PER SHARE (IN THE CASE OF CLASS C SHARES) IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID FOR BY THE PURCHASER PURSUANT TO THE OFFER, EXCEPT AS MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS UTILIZED. SEE SECTION 4 OF THE OFFER TO PURCHASE FOR THE PROCEDURES FOR WITHDRAWING SHARES TENDERED PURSUANT TO THE OFFER. THE OFFER IS NO LONGER SUBJECT TO THE RIGHTS CONDITION, THE SECTION 203 CONDITION OR THE NO IMPEDIMENTS CONDITION DESCRIBED IN THE OFFER TO PURCHASE. THE OFFER REMAINS SUBJECT TO THE MINIMUM CONDITION AND CERTAIN OTHER TERMS AND CONDITIONS CONTAINED HEREIN. SEE SECTION 8 OF THIS SUPPLEMENT. 5 The Company, the Purchaser and Rockwell have entered into an Agreement and Plan of Merger, dated as of November 21, 1994 (the "Rockwell Merger Agreement"), which provides for, among other things, (i) an increase in the price per Class A Share and Class B Share to be paid pursuant to the Offer from $30 per Class A Share and Class B Share to $31 per Class A Share and Class B Share, net to the seller in cash, and an increase in the price per Class C Share to be paid pursuant to the Offer from $81.24 per Class C Share to $83.948 per Class C Share, net to the seller in cash, (ii) the amendment of the conditions to the Offer to eliminate the Rights Condition, the Section 203 Condition and the No Impediments Condition and certain other conditions to the Offer, (iii) the amendment and restatement of certain other conditions to the Offer as set forth in their entirety in Section 8 of this Supplement, (iv) elimination of the requirement that holders of Shares also tender their associated Rights (as defined below), (v) extension of the expiration date of the Offer to 12:00 midnight, New York City time, on Tuesday, December 6, 1994 and (vi) the merger of the Purchaser with and into the Company (the "Rockwell Merger") as promptly as is practicable following the consummation of the Offer. In the Rockwell Merger, each Share issued and outstanding immediately prior to the Rockwell Merger (other than any Shares held by Rockwell, the Purchaser, any subsidiary of Rockwell or the Purchaser, in the treasury of the Company, or by any subsidiary of the Company and other than any Dissenting Shares (as such term is defined in the Rockwell Merger Agreement)) shall be converted into the right to receive $31 in cash, in the case of Class A Shares and Class B Shares, and $83.948 in cash, in the case of Class C Shares, payable to the holder thereof, without interest, upon surrender of the certificate formerly representing such Share. THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE ROCKWELL MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY, HAS APPROVED THE ROCKWELL MERGER AGREEMENT, THE OFFER AND THE ROCKWELL MERGER AND RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES. Pursuant to the Rockwell Merger Agreement, the Company has represented and warranted to Rockwell and the Purchaser that the Rights Agreement, dated as of August 29, 1994, between the Company and Society National Bank, as Rights Agent (as amended, the "Rights Agreement"), will be, within two business days after the date of the Rockwell Merger Agreement, amended to provide that (i) neither Rockwell nor the Purchaser will become an "Acquiring Person," that no "Trigger Event," "Shares Acquisition Date" or "Distribution Date" (as such terms are defined in the Rights Agreement) will occur and that Section 13 of the Rights Agreement will not be triggered, in each case as a result of the announcement, commencement or consummation of the Initial Offer or the Amended Offer (as such terms are defined in the Rockwell Merger Agreement), the execution or delivery of the Rockwell Merger Agreement or any amendment thereto or the consummation of the transactions contemplated thereby (including, without limitation, the Rockwell Merger), with the effect that none of such events will trigger the exercisability of the preferred stock purchase rights issued pursuant to the Rights Agreement (the "Rights"), the separation of the Rights from the stock certificates to which they are attached or any other provision of the Rights Agreement, (ii) a Distribution Date will in no event occur prior to the Effective Time (as defined in the Rockwell Merger Agreement) or earlier termination of the Rockwell Merger Agreement and (iii) the Rights will no longer be outstanding upon the consummation of the Rockwell Merger. As a result of such amendments to the Rights Agreement, the Offer is no longer subject to the Rights Condition described in the Offer to Purchase. Section 203 of the Delaware General Corporation Law (the "Delaware Law") is no longer applicable to the Rockwell Merger because the Board of Directors of the Company has approved the Rockwell Merger and the Rockwell Merger Agreement. Accordingly, the Section 203 Condition described in the Offer to Purchase is no longer applicable to the Offer. Prior to execution of the Rockwell Merger Agreement, the Agreement and Plan of Merger, dated as of August 30, 1994 (the "General Signal Merger Agreement"), between the Company and General Signal Corporation ("General Signal") was terminated. In accordance with the General Signal Merger Agreement and the General Signal Letter Agreement (as defined below), General Signal became entitled to receive upon such termination, and the Company paid to General Signal, a termination fee of $50 million and an additional 2 6 $5.15 million as reimbursement for fees and expenses. As a result of the termination of the General Signal Merger Agreement and the payment of such amounts, the Offer is no longer subject to the No Impediments Condition described in the Offer to Purchase. CONDITIONS TO THE OFFER The Offer is subject to the fulfillment of the following conditions: Minimum Condition. CONSUMMATION OF THE OFFER IS CONDITIONED (THE "MINIMUM CONDITION") UPON THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN SECTION 1 OF THIS SUPPLEMENT) SHARES REPRESENTING AT LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING CLASS A SHARES ON A FULLY DILUTED BASIS (ASSUMING CONVERSION OF ALL OUTSTANDING CLASS B SHARES AND CLASS C SHARES INTO CLASS A SHARES AND THE EXERCISE OF ALL OUTSTANDING OPTIONS). Based on representations and warranties made by the Company in the Rockwell Merger Agreement, on November 18, 1994, there were outstanding 35,542,437 Class A Shares, 694,064 Class B Shares and 5,250,000 Class C Shares. In addition, there were 1,105,829 Class A Shares subject to issuance pursuant to outstanding stock options. According to the Company's Restated Certificate of Incorporation, as amended through November 21, 1994 (the "Company Certificate of Incorporation"), and representations and warranties made by the Company in the Rockwell Merger Agreement, each Class B Share is convertible into one Class A Share and each Class C Share is convertible into 2.708 Class A Shares upon the satisfaction of certain conditions. As a result, the Minimum Condition would be satisfied if at least 25,779,666 Class A Equivalent Shares (as defined below) were validly tendered and not withdrawn prior to the Expiration Date. For purposes hereof, "Class A Equivalent Shares" shall mean Class A Shares, Class B Shares and Class C Shares, where each Class A Share and Class B Share shall be deemed to equal one Class A Equivalent Share and each Class C Share shall be deemed to equal 2.708 Class A Equivalent Shares. Certain other conditions to the consummation of the Offer are described in Section 8 of this Supplement. THIS SUPPLEMENT, THE OFFER TO PURCHASE AND THE RELATED LETTERS OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. THE TENDER OFFER 1. AMENDED TERMS OF THE OFFER; EXPIRATION DATE. Pursuant to the Rockwell Merger Agreement, the Offer has been amended. The price per Class A Share and Class B Share to be paid pursuant to the Offer has been increased from $30 per Class A Share and Class B Share to $31 per Class A Share and Class B Share, net to the seller in cash, upon the terms and subject to the conditions of the Offer. The price per Class C Share to be paid pursuant to the Offer has been increased from $81.24 per Class C Share to $83.948 per Class C Share, net to the seller in cash, upon the terms and subject to the conditions of the Offer. All stockholders whose Shares are validly tendered and not withdrawn and accepted for payment pursuant to the Offer (including Shares tendered prior to the date of this Supplement) will receive the increased price. As a result of amendments to the Rights Agreement required by the Rockwell Merger Agreement, by tendering Shares, holders of Shares will automatically tender the Rights attached thereto. Pursuant to the Rockwell Merger Agreement, the Offer has been extended. The Offer will expire at 12:00 Midnight, New York City time, on Tuesday, December 6, 1994, unless and until the Purchaser, subject to the provisions of the Rockwell Merger Agreement, shall have further extended the period during which the Offer is open (the term "Expiration Date" shall mean 12:00 Midnight, New York City time, on Tuesday, December 6, 1994 or any later time and date at which the Offer, as so extended by the Purchaser, shall expire). As of the close of business on November 21, 1994, 17,127,002 Class A Shares, 7,284 Class B Shares 3 7 and no Class C Shares had been tendered into the Offer. See Section 7 of this Supplement for a description of the provisions of the Rockwell Merger Agreement regarding extensions of the Offer by the Purchaser. The Offer is conditioned upon satisfaction of the Minimum Condition described above in the Introduction and each of the conditions described in Section 8 of this Supplement. The Purchaser reserves the right (but shall not be obligated), subject to the provisions of the Rockwell Merger Agreement, to waive any or all of such conditions. The Company is providing the Purchaser with the Company's stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. This Supplement, the revised (blue, in the case of Class A Shares) Letters of Transmittal and other relevant materials will be mailed to record holders of Shares whose names appear on the Company's stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the Company's stockholder list or who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. 2. PRICE RANGE OF SHARES; DIVIDENDS. The reported high and low sale prices for the Class A Shares on the New York Stock Exchange, Inc. ("NYSE") Composite Tape during the fourth quarter (through November 21, 1994) of the year ending December 31, 1994 were 30 7/8 and 24 1/8, respectively. The Company has not paid any dividends per Class A Share during the fourth quarter (through November 21, 1994) of the year ending December 31, 1994. On November 18, 1994, the last full day of trading prior to the announcement of the execution of the Rockwell Merger Agreement, the reported closing price on the NYSE Composite Tape for the Class A Shares was $30 1/4. STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE CLASS A SHARES. See Section 7 of this Supplement for a discussion of certain limitations contained in the Rockwell Merger Agreement on the ability of the Company to declare and pay dividends. 3. CERTAIN INFORMATION CONCERNING THE COMPANY. The selected financial information of the Company and its consolidated subsidiaries set forth below has been excerpted and derived from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994. More comprehensive financial and other information is included in such report (including management's discussion and analysis of results of operations and financial position) and in other reports and documents filed by the Company with the Securities and Exchange Commission (the "Commission") and the financial information set forth below is qualified in its entirety by reference to such reports and documents filed with the Commission and all of the financial statements and related notes contained therein. These reports and other documents may be examined and copies thereof may be obtained in the manner set forth in Section 8 of the Offer to Purchase. 4 8 SELECTED FINANCIAL DATA OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES CONSOLIDATED STATEMENT OF EARNINGS (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
NINE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 1994 1993 (UNAUDITED) (UNAUDITED) ----------------- ----------------- NET SALES................................................. $ 1,280 $ 1,203 Costs and expenses: Cost of sales........................................... 951 916 Selling, general and administrative..................... 213 202 Restructure............................................. 0 4 Other expense, net...................................... 4 3 ------- ------- EARNINGS BEFORE INTEREST AND TAXES........................ 112 78 Interest expense.......................................... 18 20 ------- ------- EARNINGS BEFORE TAXES..................................... 94 58 Provision for income taxes................................ 43 27 ------- ------- EARNINGS BEFORE EXTRAORDINARY ITEMS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE.................................... 51 31 Extraordinary items....................................... -- (7) Cumulative effect of accounting change (net of income tax effect)................................................. (2) -- ------- ------- NET EARNINGS.............................................. $ 49 $ 24 ======= ======= Net earnings per equivalent share of common stock: Earnings before extraordinary items and cumulative effect of accounting change.......................... $ 1.01 $ .61 Extraordinary items..................................... -- (.14) Cumulative effect of accounting change.................. (.05) -- ------- ------- Net Earnings............................................ $ .96 $ .47 ======= =======
5 9 CONSOLIDATED BALANCE SHEET (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
SEPTEMBER 30, 1994 (UNAUDITED) ------------- ASSETS Cash and cash equivalents..................................................... $ 30 Accounts receivable, net...................................................... 254 Inventories................................................................... 353 Other......................................................................... 24 ------------- TOTAL CURRENT ASSETS.......................................................... 661 Goodwill, net................................................................. 204 Property, plant and equipment, net............................................ 314 Investments and other......................................................... 87 ------------- TOTAL ASSETS.................................................................. $ 1,266 ============= LIABILITIES AND STOCKHOLDERS' EQUITY Notes payable and current maturities of long-term debt........................ $ -- Accounts payable.............................................................. 72 Other......................................................................... 203 ------------- TOTAL CURRENT LIABILITIES..................................................... 275 Long-term debt................................................................ 332 Other......................................................................... 225 Stockholders' equity Common stock (convertible, $.01 par value): Class A.................................................................. 339 Class B.................................................................. 1 Class C.................................................................. 4 Retained earnings............................................................. 86 Other stockholders' equity.................................................... 4 ------------- TOTAL STOCKHOLDERS' EQUITY.................................................... 434 ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................................... $ 1,266 =============
Although neither Rockwell nor the Purchaser has any knowledge that any such information is untrue, neither Rockwell nor the Purchaser takes responsibility for the accuracy or completeness of information contained in this Supplement with respect to the Company or any of its subsidiaries or affiliates or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information. 4. CERTAIN INFORMATION CONCERNING ROCKWELL AND THE PURCHASER. Rockwell operates in four business segments, which are engaged in research, development and manufacture of diversified products as follows: Electronics -- industrial automation equipment and systems; avionics products and systems and related communications technologies primarily used in commercial and military aircraft; semiconductor-based subsystems including fax and data modems, global positioning system receiver engines and gallium arsenide devices; and defense electronics systems and products for precision guidance and control, for tactical weapons, and for command, control, communications and intelligence. Aerospace -- manned and unmanned space systems, rocket engines, military aircraft and modifications, military and commercial aircraft structural components, advanced space-based surveillance systems and high-energy laser and other directed energy programs. 6 10 Automotive -- components and systems for heavy- and medium-duty trucks, buses, trailers and heavy-duty off-highway vehicles (Heavy Vehicles); and components and systems for light trucks and passenger cars (Light Vehicles). Graphic Systems -- high-speed printing presses and related graphic arts equipment. On November 2, 1994, Rockwell issued a press release which included certain preliminary unaudited financial data with respect to Rockwell and its consolidated subsidiaries for its fiscal year ended and as of September 30, 1994. The following preliminary unaudited financial data has been excerpted or derived from such press release. ROCKWELL INTERNATIONAL CORPORATION AND CONSOLIDATED SUBSIDIARIES SELECTED CONSOLIDATED FINANCIAL INFORMATION (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
FISCAL YEAR ENDED SEPTEMBER 30, 1994 (UNAUDITED) -------------- INCOME STATEMENT DATA: Sales of ongoing businesses Electronics................................................................ $ 5,015 Aerospace.................................................................. 2,627 Automotive................................................................. 2,826 Graphic Systems............................................................ 655 -------------- Total................................................................... $ 11,123 ============== Operating earnings of ongoing businesses Electronics................................................................ $ 688.0 Aerospace.................................................................. 372.2 Automotive................................................................. 130.8 Graphic Systems............................................................ 31.2 -------------- Total................................................................... $1,222.2 ============== Interest expense............................................................. $ 96.6 Net income................................................................... $ 634.1 Earnings per common share Primary.................................................................... $ 2.87 Fully diluted.............................................................. $ 2.82 BALANCE SHEET DATA: Working capital............................................................ $ 1,908 Total assets............................................................... 9,861 Long-term debt............................................................. 831 Shareowners' equity........................................................ 3,356
On November 2, 1994, Charles H. Harff was elected Senior Vice President and Special Counsel of Rockwell, William J. Calise, Jr. was elected Senior Vice President, General Counsel and Secretary of Rockwell and John R. Stocker was elected Vice President-Law of Rockwell. Each such person is an executive officer of Rockwell. Each of Mr. Harff's and Mr. Calise's business address is 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3123 and Mr. Stocker's business address is 2201 Seal Beach Boulevard, Seal Beach, California 90740-8250. Each such person is a United States citizen. Prior to November 2, 1994 (and for the five years prior to the commencement of the Offer), Mr. Harff was Senior Vice President, General Counsel 7 11 and Secretary of Rockwell, Mr. Calise was a partner of the law firm of Chadbourne & Parke in New York City, and Mr. Stocker was Vice President and Associate General Counsel of Rockwell. The information set forth in Section 9 of the Offer to Purchase with respect to the persons listed in Schedule I to the Offer to Purchase is also applicable to each such person. 5. BACKGROUND OF THE OFFER SINCE OCTOBER 21, 1994; CONTACTS WITH THE COMPANY. On November 3, 1994 the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") with the Commission stating that its Board of Directors was unable to take a position with respect to the Offer and was making no recommendation at that time with respect to the Offer. The Schedule 14D-9 stated as reasons for this position that the Company's Board of Directors continued to believe that the proposed merger with General Signal pursuant to the General Signal Merger Agreement represented an attractive transaction, that there were "significant uncertainties and contingencies" associated with the Offer, that the Company's Board of Directors had not been able to fully assess the relative merits of the two transactions and that the Company could be required to pay a $50 million break-up fee and up to $2.5 million in expenses to General Signal were the Company to recommend the Offer. On November 7, 1994, Rockwell announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, had expired. On the same date, Rockwell sent the following letter to the Company: 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: The Antitrust Division of the Department of Justice has not made a Hart-Scott-Rodino Act second request. Thus it is clear that there are no uncertainties with respect to our offer to buy all of Reliance's outstanding shares at $30 per share in cash (or an equivalent price for Class C shares). This morning we are delivering a copy of this letter together with a proposed merger agreement to your counsel. We are prepared to sign this merger agreement now. We recognize the $50 million break-up fee payable by Reliance to General Signal and suggest that you arrange with them for its payment and the termination of your agreement with them concurrently with the signing of the agreement with us. The combination of Allen-Bradley and Reliance has powerful strategic significance in creating an organization that will compete effectively with formidable European and Japanese competitors in addressing the global automation markets. From our discussions with you, John, and your key people the many advantages to customers and employees of putting our fine companies together are clearly evident. We are totally committed to acquiring Reliance. We hope you will cooperate with us promptly, for doing so will clearly serve the best interests of the Reliance shareowners, customers and employees. I look forward to hearing from you today. Sincerely, /s/ Donald R. Beall Donald R. Beall 8 12 On November 10, 1994, the Company filed an amendment to the Schedule 14D-9 stating that the Company's Board of Directors was unable to predict when it would be in a position to make a recommendation with respect to the Offer, continuing to cite "significant uncertainties" with respect to the Offer. Subsequently, on November 10, 1994, Rockwell sent the following letter to the Company: 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 On November 11, the Company issued a press release announcing, among other things, that it would promptly and carefully review the terms of any new legally binding proposal submitted by Rockwell when received and would consult with its investment bankers concerning the financial adequacy of Rockwell's offer. On November 14, 1994 the Company filed an amendment to the Schedule 14D-9 stating, among other things, that it was considering Rockwell's November 10 letter and, in particular, whether it could, without breaching the General Signal Merger Agreement or becoming required to pay General Signal a $50 million termination 9 13 fee, redeem or take other action with respect to the Rights to make them inapplicable to the Offer or waive the application of Section 203 of the Delaware Law. On November 16, 1994, Rockwell sent the following letter to the Company: 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: In response to your stated commitment to respond promptly to any revised proposal with respect to Rockwell's $30 per share all-cash tender offer for all Reliance shares, we are this afternoon delivering a copy of this letter together with a revised proposed merger agreement to your counsel. The revised merger agreement would provide for Reliance's removal of its poison pill and waiver of Section 203 of the Delaware General Corporation Law, and would eliminate all other conditions to our offer except for the tender of a majority of the Reliance Class A shares (on a fully diluted basis), the absence of an injunction or legal prohibition, the termination of our merger agreement or the termination of the offer by mutual agreement with you. We are prepared to sign this revised merger agreement now. As an alternative, as stated in my letter last week, we remain prepared to proceed without a merger agreement. Thus, if Reliance will announce now that it will redeem its poison pill and satisfy 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. As you know, we believe that our offer and the combination of Allen-Bradley and Reliance are clearly in the best interests of Reliance, its shareowners and its other constituencies. We urge you to act promptly either to enter into a definitive merger agreement with us or to take the actions outlined above in order to permit us to consummate the offer without a merger agreement. I look forward to hearing from you. Sincerely, /s/ Donald R. Beall Donald R. Beall On November 17, 1994, Rockwell entered into a letter agreement (the "General Signal Letter Agreement") with the Company and General Signal pursuant to which, among other things, Rockwell and the Company would be able to hold discussions until noon (Eastern Standard Time) on Monday, November 21, 1994 (the "General Signal Deadline") with respect to a possible business combination between Rockwell and the Company without such discussions constituting a breach of or entitling General Signal to terminate the General Signal Merger Agreement. Pursuant to the General Signal Letter Agreement, in the event Rockwell and the Company arranged for a business combination by the General Signal Deadline, the General Signal Merger Agreement would terminate upon the payment to General Signal by the Company of a fee of $50 million plus an additional $5.15 million as reimbursement for fees and expenses. In addition, upon such termination Rockwell and the Company would release General Signal from all claims they may have had in 10 14 respect of the General Signal Merger Agreement and the Offer and General Signal would release Rockwell and the Company from all claims it may have had in respect of the General Signal Merger Agreement and the Offer. The foregoing summary of the General Signal Letter Agreement is qualified in its entirety by reference to the text of the General Signal Letter Agreement, a copy of which is attached as Exhibit (a)(21) to Amendment No. 7 to Rockwell's and the Purchaser's Schedule 14D-1 filed with the Commission with respect to the Offer. On Thursday, November 17, 1994, representatives of Rockwell commenced discussions with representatives of the Company with respect to a possible business combination between the Purchaser and the Company. From November 17 through November 21, 1994, there were a number of conversations between representatives of Rockwell and representatives of the Company, including conversations between Donald R. Beall, Chairman and Chief Executive Officer of Rockwell, and John C. Morley, President and Chief Executive Officer of the Company. While the representatives of Rockwell initially expressed their view that $30 per share was a full and fair price for the Class A Shares, on November 19, 1994, Mr. Beall indicated to Mr. Morley that Rockwell might consider an increase to $30.25 or $30.50 per share. Following several conversations between Mr. Beall and Mr. Morley on November 20, 1994, Mr. Beall indicated that he would recommend to the Rockwell Board of Directors a price of $31.00 per Class A Share and Class B Share and an equivalent price for Class C Shares. On November 21, 1994, Rockwell entered into a letter agreement with the Company and General Signal pursuant to which the General Signal Deadline was extended until 6:00 p.m. (Eastern Standard Time) on Monday, November 21, 1994. Also on November 21, 1994, the Board of Directors of the Company met and unanimously approved the Rockwell Merger Agreement, the Offer and the Rockwell Merger, determined that each of the Offer and the Rockwell Merger are fair to and in the best interests of the holders of Shares and voted to recommend that the stockholders of the Company accept the Offer. On the same day, the Board of Directors of Rockwell approved the Rockwell Merger Agreement. The Rockwell Merger Agreement was thereafter executed on November 21, 1994 by Rockwell, the Purchaser and the Company, and Rockwell and the Company issued a joint press release announcing the execution of the Rockwell Merger Agreement. On November 22, 1994, the Purchaser and Rockwell amended the Offer as required by the Rockwell Merger Agreement. Also on November 22, 1994, the Company filed an amendment to its Schedule 14D-9, containing the recommendation of the Board of Directors of the Company that the stockholders of the Company accept the Offer. 6. PLANS FOR THE COMPANY. Pursuant to the Rockwell Merger Agreement, Rockwell, the Purchaser and the Company have agreed, among other things, to modify the composition of the Board of Directors of the Company to include designees of Rockwell following consummation of the Offer and to change the Company Certificate of Incorporation and By-Laws as of the Effective Time (as hereinafter defined). See Section 7 of this Supplement. 7. THE ROCKWELL MERGER AGREEMENT. The following is a summary of the Rockwell Merger Agreement, a copy of which is attached as Exhibit (a)(24) to Amendment No. 9 to Rockwell's and the Purchaser's Schedule 14D-1 filed with the Commission with respect to the Offer. Such summary is qualified in its entirety by reference to the text of the Rockwell Merger Agreement. The Amended Offer. Pursuant to the Rockwell Merger Agreement, Rockwell and the Purchaser have agreed, subject to certain conditions, to amend the Offer to (i) increase the price per Class A Share and Class B Share to be paid pursuant to the Offer from $30 per Class A Share and Class B Share to $31 per Class A Share and Class B Share, net to the seller in cash, (ii) increase the price per Class C Share to be paid pursuant to the Offer from $81.24 per Class C Share to $83.948 per Class C Share, net to the seller in cash, (iii) eliminate the requirement that holders of Shares also tender their associated Rights and (iv) eliminate the No Impediments Condition, the Rights Condition, the Section 203 Condition and certain other conditions to the Offer and amend and restate certain other conditions to the Offer. See Section 8 of this Supplement. The Purchaser also agreed to extend the expiration date of the Offer to 12:00 Midnight, New York City time, on Tuesday, December 6, 1994. In addition, the Purchaser has agreed that it will not, without the prior written consent of the Company, decrease the price per Share or change the form of consideration payable in the 11 15 Offer, decrease the number of Shares sought, waive the Minimum Condition, impose additional conditions to the Offer or amend any other term of the Offer in any manner adverse to the holders of Shares. The Purchaser further agreed that, upon the terms and subject to the conditions of the Offer, the Purchaser will accept for payment and purchase, as soon as permitted under the terms of the Offer, all Shares validly tendered and not withdrawn prior to the expiration of the Offer. Company Actions. Pursuant to the Rockwell Merger Agreement, the Company has approved of and consented to the Offer and represented that (i) the Board of Directors of the Company, by vote of all directors at a meeting duly called and held, has, in light of and subject to the terms and conditions set forth in the Rockwell Merger Agreement, unanimously (x) determined that each of the Offer and the Rockwell Merger is fair to, and in the best interests of, the stockholders of the Company and (y) approved and adopted the Rockwell Merger Agreement and the transactions contemplated thereby, including the Offer and the Rockwell Merger, and resolved to recommend acceptance of the Offer and approval and adoption of the Rockwell Merger Agreement and the Rockwell Merger and the other transactions contemplated thereby by the stockholders of the Company and (ii) Goldman, Sachs & Co. and Prudential Securities Incorporated, the Company's financial advisors, have rendered to the Board of Directors of the Company their opinions that the consideration to be received by the stockholders of the Company pursuant to the Offer and the Rockwell Merger is fair to such stockholders (in the case of Prudential Securities Incorporated, from a financial point of view). The Company also has agreed promptly to prepare and, after review by the Purchaser, to file with the Commission and to mail to its stockholders, an amendment to the Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the "Amended Schedule 14D-9") containing the recommendation described in the preceding paragraph and to disseminate the Amended Schedule 14D-9 as required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Under the terms of the Rockwell Merger Agreement, the Company expressly reserves the right, subject to the provisions of the Rockwell Merger Agreement described under "Termination" and "Fees and Expenses" below, to withdraw, modify or amend its recommendation set forth in the Amended Schedule 14D-9 to the extent that the Board of Directors of the Company deems it necessary to do so in the exercise of its fiduciary and other legal obligations after being so advised in writing by outside counsel. Pursuant to the Rockwell Merger Agreement and subject to compliance with applicable law, promptly upon the payment by the Purchaser for Shares purchased pursuant to the Offer, and from time to time thereafter, the Company will, upon request of Rockwell, promptly take all actions necessary to cause a majority of the directors of the Company to be comprised of Rockwell's designees, including by accepting the resignations of those incumbent directors designated by the Company or increasing the size of the Board of Directors of the Company and causing Rockwell's designees to be elected. The Company's obligations to appoint Rockwell's designees to the Board of Directors of the Company are subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, if applicable. The Company has agreed promptly to take all actions required pursuant to such Section and Rule in order to fulfill its obligations under the Rockwell Merger Agreement described in the preceding paragraph and will include in the Amended Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill such obligations. Pursuant to the Rockwell Merger Agreement, Rockwell will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. Following the election or appointment of Rockwell's designees described in the second preceding paragraph and prior to the Effective Time, any amendment or termination of the Rockwell Merger Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Rockwell or the Purchaser or waiver of any of the Company's rights under the Rockwell Merger Agreement, will require the concurrence of a majority of the directors of the Company then in office who were not designated by Rockwell. The Merger. The Rockwell Merger Agreement provides that in accordance with the provisions thereof and the Delaware Law, at the date and time when the Rockwell Merger shall become effective pursuant to 12 16 Section 2.02 of the Rockwell Merger Agreement (the "Effective Time"), the Purchaser will be merged with and into the Company, and the Company will be the surviving corporation (hereinafter sometimes called the "Surviving Corporation") and continue its corporate existence under the laws of the State of Delaware. At the Effective Time the separate existence of the Purchaser shall cease. Pursuant to the Rockwell Merger Agreement, as of the Effective Time, by virtue of the Rockwell Merger and without any action on the part of the holders thereof, each Share issued and outstanding immediately prior to the Effective Time (other than any Shares held by Rockwell, the Purchaser, any subsidiary of Rockwell or the Purchaser, in the treasury of the Company or by any subsidiary of the Company and other than any Dissenting Shares) will be converted into the right to receive $31 in cash, in the case of Class A Shares and Class B Shares (the "Class A Merger Price"), and $83.948 in cash, in the case of Class C Shares (the "Class C Merger Price"), payable to the holder thereof, without interest thereon, upon surrender of the certificate formerly representing such Share. For a description of certain appraisal rights available to stockholders under the Delaware Law in connection with the Rockwell Merger, see Section 11 of the Offer to Purchase. As of the Effective Time, by virtue of the Rockwell Merger and without any action on the part of the holders thereof, each share of capital stock of the Purchaser issued and outstanding immediately prior to the Effective Time will be converted into and become one fully paid and nonassessable share of Common Stock, par value $1.00 per share, of the Surviving Corporation. Under the Rockwell Merger Agreement, the Company has agreed to take all actions necessary to provide that, immediately prior to the Effective Time, (i) each outstanding option to purchase Class A Shares (the "Options") granted under either the Company's 1990 Key Employee Stock Option Plan or the Company's 1994 Outside Directors Stock Option Plan (collectively, the "Option Plans"), whether or not then exercisable or vested, will become fully exercisable and vested, (ii) each Option which is then outstanding will be cancelled and (iii) in consideration of such cancellation, and except to the extent that Rockwell or the Purchaser and the holder of any such Option otherwise agree, the Company (or, at Rockwell's option, Rockwell or the Purchaser) will pay to such holders of Options an amount in respect thereof equal to the product of (A) the excess, if any, of the Class A Merger Price over the exercise price thereof and (B) the number of Class A Shares subject thereto (such payment to be net of applicable withholding taxes); provided that the foregoing (x) is subject to obtaining any necessary consents of holders of Options and the making of any necessary amendments to the Option Plans (the Company agreed to use its best efforts to obtain any such consents and make any such amendments), and (y) does not require any action which violates the Option Plans. The Rockwell Merger Agreement provides that if it is determined that compliance with any of the foregoing would cause any individual subject to Section 16 of the Exchange Act to become subject to the profit recovery provisions thereof, any Options held by such individual will be cancelled or purchased, as the case may be, as promptly as possible so as not to subject such individual to any liability pursuant to Section 16, but no later than at the Effective Time, and such individual will be entitled to receive from the Company or the Surviving Corporation at the Effective Time or as soon as practicable thereafter (or, if later, the date six months and one day following the grant of such option), for each Share subject to an Option, an amount equal to the excess, if any, of the Class A Merger Price over the exercise price of such Option. The Rockwell Merger Agreement further provides that, except as provided in the Rockwell Merger Agreement or as otherwise agreed to by the parties and to the extent permitted by the Option Plans, (i) the Option Plans will terminate as of the Effective Time and the provisions in any other plan, program or arrangement, providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries will be deleted as of the Effective Time and (ii) the Company will use all reasonable efforts to ensure that following the Effective Time no holder of Options or any participant in the Option Plans or any other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof. The Rockwell Merger Agreement provides that the Certificate of Incorporation and By-Laws of the Purchaser will be the Certificate of Incorporation and By-Laws of the Surviving Corporation until thereafter amended as provided by law. 13 17 Under the Rockwell Merger Agreement, subject to applicable law, the directors of the Purchaser immediately prior to the Effective Time will be the initial directors of the Surviving Corporation and will hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. Pursuant to the Rockwell Merger Agreement, the officers of the Company immediately prior to the Effective Time will be the initial officers of the Surviving Corporation and will hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. Agreements of the Company, Rockwell and the Purchaser. The Rockwell Merger Agreement provides that, if required by applicable law in order to consummate the Rockwell Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon the Rockwell Merger and the Rockwell Merger Agreement and such other matters as may be necessary to consummate the transactions contemplated in the Rockwell Merger Agreement; (ii) prepare and file with the Commission a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to the Rockwell Merger Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the Commission in the Proxy Statement (as hereinafter defined) and, after consultation with Rockwell, to respond promptly to any comments made by the Commission with respect to the preliminary proxy statement and to cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders and (y) to obtain the necessary approvals of the Rockwell Merger, the Rockwell Merger Agreement and such other matters as may be necessary to consummate the transactions contemplated in the Rockwell Merger Agreement by its stockholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Board of Directors of the Company that stockholders of the Company vote in favor of the approval of the Rockwell Merger and the adoption of the Rockwell Merger Agreement. Under the Rockwell Merger Agreement, notwithstanding the provisions described in clauses (i) through (iii) of the preceding paragraph, in the event that Rockwell, the Purchaser or any other subsidiary of Rockwell acquires at least 90% of the outstanding Class A Shares, 90% of the outstanding Class B Shares and 90% of the outstanding Class C Shares pursuant to the Offer or otherwise, at the request of Rockwell or the Purchaser, Rockwell, the Purchaser and the Company will take all necessary and appropriate action (including, without limitation, conversion of any Class B Shares and Class C Shares into Class A Shares) to cause the Rockwell Merger to become effective as soon as practicable after the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company in accordance with Section 253 of the Delaware Law. See Section 11 of the Offer to Purchase. In the Rockwell Merger Agreement, the Company has covenanted and agreed that, except as contemplated by the Rockwell Merger Agreement or as expressly agreed to in writing by Rockwell, during the period from the date of the Rockwell Merger Agreement to the Effective Time, each of the Company and its subsidiaries will conduct its operations according to its ordinary course of business consistent with past practice, and will use all commercially reasonable efforts to preserve intact its business organization, to keep available the services of its employees and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it and will take no action which would materially adversely affect the ability of the parties to consummate the transactions contemplated by the Rockwell Merger Agreement. Under the Rockwell Merger Agreement, the Company has agreed that, prior to the Effective Time, it will not, and will not authorize or permit any of its subsidiaries or any of its or its subsidiaries' directors, officers, employees, agents or representatives to, directly or indirectly, solicit, initiate, facilitate or encourage (including 14 18 by way of furnishing or disclosing non-public information) any inquiries or the making of any proposal with respect to any merger, consolidation or other business combination involving the Company or its subsidiaries or acquisition of any kind of all or substantially all of the assets or capital stock of the Company and its subsidiaries taken as a whole (an "Acquisition Transaction") or negotiate, explore or otherwise communicate in any way with any third party (other than Rockwell or the Purchaser) with respect to any Acquisition Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Rockwell Merger or any other transactions contemplated by the Rockwell Merger Agreement; provided that the Company may, in response to an unsolicited written proposal with respect to an Acquisition Transaction from a financially capable third party that contains no financing condition, (i) furnish or disclose non-public information to such third party and (ii) negotiate, explore or otherwise communicate with such third party, in each case only if the Board of Directors of the Company determines in good faith by a majority vote, after consultation with its legal and financial advisors, and after receipt of the written opinion of outside legal counsel of the Company that failing to take such action would constitute a breach of the fiduciary duties of the Board of Directors of the Company, that taking such action is reasonably likely to lead to an Acquisition Transaction that is more favorable to the stockholders of the Company than the Offer and the Rockwell Merger and that failing to take such action would constitute a breach of its fiduciary duties. The Company has agreed to advise Rockwell immediately in writing of the receipt of any inquiries or proposals relating to an Acquisition Transaction and any actions described in this paragraph. Pursuant to the Rockwell Merger Agreement, from the date of the Rockwell Merger Agreement until the Effective Time, the Company has agreed to give Rockwell and its authorized representatives (including counsel, environmental and other consultants, accountants and auditors) full access during normal business hours to all facilities, personnel and operations and to all books and records of the Company and its subsidiaries, and to permit Rockwell to make such inspections as it may reasonably require and to cause its officers and those of its subsidiaries to furnish Rockwell with such financial and operating data and other information with respect to its business and properties as Rockwell may from time to time reasonably request. The Rockwell Merger Agreement provides that, subject to the terms and conditions therein provided and applicable law, each of the Company, Rockwell and the Purchaser will use its best efforts promptly to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws and regulations to consummate and make effective the transactions contemplated by the Rockwell Merger Agreement, including, without limitation, (i) the obtaining of all necessary consents, approvals or waivers under its material contracts and (ii) the lifting of any legal bar to the Rockwell Merger Agreement. Under the Rockwell Merger Agreement, before issuing any press release or otherwise making any public statements with respect to the Rockwell Merger Agreement, the Offer or the Rockwell Merger, Rockwell, the Purchaser and the Company will consult with each other as to its form and substance and will not issue any such press release or make any such public statement prior to such consultation, except as may be required by law. Under the Rockwell Merger Agreement, from and after the Effective Time, Rockwell will indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries against all losses, claims, damages, expenses or liabilities arising out of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time to the same extent and on the same terms and conditions (including with respect to advancement of expenses) provided for in the Company's Certificate of Incorporation and By-Laws and agreements in effect at the date of the Rockwell Merger Agreement (to the extent consistent with applicable law). Pursuant to the Rockwell Merger Agreement, for a period of six years after the Effective Time, Rockwell has agreed to cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company (provided that Rockwell may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time; provided, however, that Rockwell is not 15 19 obligated to make annual premium payments for such insurance to the extent such premiums exceed 250% of the premiums paid as of the date of the Rockwell Merger Agreement by the Company for such insurance. Rights Agreement. In the Rockwell Merger Agreement, the Company has represented that the Rights Agreement will be, within two business days after the date of the Rockwell Merger Agreement, amended to provide that (i) neither Rockwell nor the Purchaser will become an "Acquiring Person," that no "Trigger Event," "Shares Acquisition Date" or "Distribution Date" (as such terms are defined in the Rights Agreement) will occur and that Section 13 of the Rights Agreement will not be triggered, in each case as a result of the announcement, commencement or consummation of the Initial Offer (as defined in the Rockwell Merger Agreement) or the Offer, the execution or delivery of the Rockwell Merger Agreement or any amendment thereto or the consummation of the transactions contemplated thereby (including, without limitation, the Rockwell Merger), with the effect that none of such events will trigger the exercisability of the Rights, the separation of the Rights from the stock certificates to which they are attached or any other provision of the Rights Agreement, (ii) a Distribution Date will in no event occur prior to the Effective Time or the earlier termination of the Rockwell Merger Agreement and (iii) the Rights will no longer be outstanding upon consummation of the Rockwell Merger. In the Rockwell Merger Agreement, the Company has covenanted that, except as contemplated by the preceding paragraph or the last sentence of this paragraph, the Company will not redeem the Rights or amend or terminate the Rights Agreement prior to the consummation of the Rockwell Merger unless required to do so by order of a court of competent jurisdiction or fiduciary obligations. The Company further agreed to take any necessary further actions to cause the Rights not to be outstanding upon consummation of the Rockwell Merger. If requested to do so by Rockwell or the Purchaser, the Company has agreed to redeem all outstanding Rights at a redemption price of $0.01 per Right effective immediately prior to the acceptance for payment of any Shares by the Purchaser pursuant to the Offer. Representations and Warranties. The Rockwell Merger Agreement contains certain representations and warranties by the Company, including representations and warranties concerning: the organization and qualification of the Company and its subsidiaries; the capitalization of the Company; the authority of the Company relative to the execution and delivery of, and consummation of the transactions contemplated by, the Rockwell Merger Agreement and approval by the Board of Directors of the Company regarding certain related matters; the absence of any violations of the corporate documents and certain instruments of the Company or its subsidiaries or of any statute, rule, regulation, order or decree, subject to certain exceptions; the accuracy of reports and documents filed by the Company with the Commission since January 1, 1994 and certain financial statements of the Company; the absence since September 30, 1994 to the date of the Rockwell Merger Agreement of any event or occurrence which, individually or in the aggregate, would have a Reliance Material Adverse Effect (as defined in the Rockwell Merger Agreement); and the taking by the Board of Directors of the Company of all appropriate and necessary action such that the provisions of Section 203 of the Delaware Law will not apply to the transactions contemplated by the Rockwell Merger Agreement. In addition, the Company represented that the General Signal Merger Agreement has been terminated in accordance with its terms, and the Company has paid to General Signal the break-up fee and fee and expense reimbursement required pursuant to the General Signal Merger Agreement and the General Signal Letter Agreement in an amount not exceeding $55,150,000. The Rockwell Merger Agreement also contains certain representations and warranties by Rockwell and the Purchaser, including that Rockwell or the Purchaser has and will have at the time of acceptance for payment and purchase of Shares under the Offer and at the Effective Time, the funds necessary to consummate the Offer and the Rockwell Merger and the transactions contemplated thereby and to pay related fees and expenses. Conditions to the Merger. Under the Rockwell Merger Agreement, the respective obligations of each party to effect the Rockwell Merger are subject to the fulfillment of each of the following conditions: (i) the Purchaser shall have accepted for payment and paid for Shares pursuant to the Offer in accordance with the terms thereof (this condition will be deemed to have been satisfied with respect to Rockwell and the Purchaser if the Purchaser fails to accept for payment or pay for Shares pursuant to the Offer in violation of the terms of 16 20 the Offer); (ii) the vote of the stockholders of the Company necessary to consummate the transactions contemplated by the Rockwell Merger Agreement shall have been obtained, if required by applicable law; and (iii) no statute, rule, regulation, judgment, writ, decree, order or injunction shall have been promulgated, enacted, entered, enforced or deemed applicable to the Rockwell Merger Agreement or the Rockwell Merger, and no other action shall have been taken, by any domestic, foreign or supranational government or governmental, administrative or regulatory authority or agency or by any court or tribunal, domestic, foreign or supranational, that has the effect of making illegal or directly or indirectly restraining, prohibiting or restricting the consummation of the Rockwell Merger. Termination. The Rockwell Merger Agreement may be terminated at any time prior to the Effective Time: (i) by mutual consent of the Boards of Directors of Rockwell and the Company; (ii) by either Rockwell or the Company if, without fault of the terminating party, the purchase of Shares pursuant to the Offer shall not have occurred on or before March 31, 1995 (which date may be extended by mutual written consent of the parties to the Rockwell Merger Agreement, subject to the provisions of the General Signal Letter Agreement); (iii) by Rockwell or the Company if the Offer expires or is terminated or withdrawn pursuant to its terms without any Shares being purchased thereunder; provided, however, that Rockwell may not terminate the Rockwell Merger Agreement pursuant to such provision if Rockwell's or the Purchaser's termination of, or failure to accept for payment or pay for any Shares tendered pursuant to, the Offer does not follow the occurrence, or failure to occur, as the case may be, of any condition to the obligation of the Purchaser to accept for payment and pay for Shares in the Offer (see Section 8 of this Supplement) or is otherwise in violation of the terms of the Offer; or (iv) by either Rockwell or the Company if any court of competent jurisdiction in the United States or other governmental body in the United States shall have issued an order (other than a temporary restraining order), decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the purchase of Shares pursuant to the Offer or the Rockwell Merger, and such order, decree, ruling or other action shall have become final and nonappealable; provided that the party seeking to terminate the Rockwell Merger Agreement shall have used its best efforts to remove or lift such order, decree or ruling. The Rockwell Merger Agreement may be terminated and the Offer and the Rockwell Merger may be abandoned by action of the Board of Directors of Rockwell, at any time prior to the purchase of Shares pursuant to the Offer, if the Board of Directors of the Company shall (i) withdraw, modify or change its recommendation or approval in respect of the Rockwell Merger Agreement or the Offer in a manner adverse to Rockwell, (ii) have recommended any proposal in respect of an Acquisition Transaction, or (iii) fail to reaffirm its recommendation and approval in respect of the Rockwell Merger Agreement and the Offer promptly after any request therefor by Rockwell. The Rockwell Merger Agreement may be terminated and the Rockwell Merger may be abandoned by action of the Board of Directors of the Company, at any time prior to the Effective Time, (i) if there shall be a material breach of any of Rockwell's or the Purchaser's representations, warranties or covenants under the Rockwell Merger Agreement, which breach shall not be cured within ten days of notice thereof, or (ii) to allow the Company to enter into an agreement in respect of an Acquisition Transaction which the Board of Directors of the Company determines is more favorable to the Company's stockholders from a financial point of view than the transactions contemplated by the Rockwell Merger Agreement (provided that, upon such termination, the Company shall pay to Rockwell the fee described in the second paragraph under "Fees and Expenses" below. Fees and Expenses. Except to the extent Rockwell becomes entitled to an expense reimbursement fee as described in the following paragraph, Rockwell and the Company will bear their respective expenses incurred in connection with the Rockwell Merger Agreement, the Offer and the Rockwell Merger, including, without limitation, the preparation, execution and performance of the Rockwell Merger Agreement and the transactions contemplated thereby, and all fees and expenses of investment bankers, finders, brokers, agents, representatives, counsel and accountants. If (i) after the date of the Rockwell Merger Agreement and during the term of the Rockwell Merger Agreement any corporation, partnership, person, other entity or group (as defined in Section 13(d)(3) of the 17 21 Exchange Act) other than Rockwell or the Purchaser or any of their respective subsidiaries or affiliates shall have become the beneficial owner of more than 50% of the outstanding Class A Shares (either on a primary or a fully diluted basis) or (ii) Rockwell shall have terminated the Rockwell Merger Agreement as described in the second paragraph of "Termination" above or (iii) the Company shall have terminated the Rockwell Merger Agreement as described in clause (ii) of the third paragraph of "Termination" above, then the Company shall promptly, but in no event later than two days after the date of such termination or event, pay Rockwell an expense reimbursement fee of $10,000,000, which amount shall be payable in same day funds, provided, that no fee shall be paid as described in this paragraph if Rockwell shall be in material breach of its obligations under the Rockwell Merger Agreement. Amendment. Subject to applicable law, the Rockwell Merger Agreement may be amended, modified or supplemented only by written agreement of Rockwell, the Purchaser and the Company at any time prior to the Effective Time with respect to any of the terms contained therein. Waivers; Consents. Any failure of Rockwell, the Purchaser or the Company to comply with any obligation, covenant, agreement or condition in the Rockwell Merger Agreement may be waived by the Company, the Purchaser or Rockwell, respectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever the Rockwell Merger Agreement requires or permits consent by or on behalf of any party thereto, such consent will be given in writing in a manner consistent with the requirements for a waiver of compliance as described in this paragraph. 8. CERTAIN CONDITIONS TO THE OFFER. Pursuant to the Rockwell Merger Agreement, the conditions of the Offer are amended and restated in their entirety as follows: Notwithstanding any other provision of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-l(c) promulgated under the Exchange Act (relating to the Purchaser's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of any tendered Shares and amend or terminate the Offer as to any Shares not then paid for if (i) the Minimum Condition shall not have been satisfied or (ii) at any time after execution of the Rockwell Merger Agreement and before the time of payment for any such Shares (whether or not any Shares have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following events shall occur: (a) there shall be in effect an injunction or other order, decree, judgment or ruling by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission or a statute, rule, regulation, executive order or other action shall have been promulgated, enacted or taken by a governmental authority or a governmental, regulatory or administrative agency or commission which in any such case (i) restrains or prohibits the making or consummation of the Offer or the consummation of the Rockwell Merger, (ii) prohibits or restricts the ownership or operation by Rockwell or the Purchaser (or any of their respective affiliates or subsidiaries) of any portion of its or the Company's business or assets which is material to the business of all such entities taken as a whole, or compels Rockwell or the Purchaser (or any of their respective affiliates or subsidiaries) to dispose of or hold separate any portion of its or the Company's business or assets which is material to the business of all such entities taken as a whole, (iii) imposes material limitations on the ability of the Purchaser effectively to acquire or to hold or to exercise full rights of ownership of the Shares, including, without limitation, the right to vote the Shares purchased by the Purchaser on all matters properly presented to the stockholders of the Company, (iv) imposes any material limitations on the ability of Rockwell or the Purchaser or any of their respective affiliates or subsidiaries effectively to control in any material respect the business and operations of the Company and its subsidiaries, or (v) which otherwise would materially adversely affect the Company and its subsidiaries taken as a whole; or 18 22 (b) the Rockwell Merger Agreement shall have been terminated by the Company, Rockwell or the Purchaser in accordance with its terms; or (c) (i) the representations and warranties made by the Company in the Rockwell Merger Agreement shall not have been true and correct in all material respects when made, or shall have ceased to be true and correct in all material respects as of the Expiration Date as if made as of such date, or (ii) as of the Expiration Date the Company shall not in all material respects have performed its material obligations and agreements and complied with its material covenants to be performed and complied with by it under the Rockwell Merger Agreement; or (d) Rockwell, the Purchaser and the Company shall have agreed that the Purchaser shall amend the Offer to terminate the Offer or postpone the payment for Shares pursuant thereto. The foregoing conditions are for the sole benefit of Rockwell and the Purchaser and may be asserted by Rockwell or the Purchaser regardless of the circumstances (including any action or inaction by Rockwell or the Purchaser) giving rise to any such conditions and may be waived by Rockwell or the Purchaser in whole or in part at any time and from time to time in their sole discretion, in each case, subject to the terms of the Rockwell Merger Agreement. The failure by Rockwell or the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. A public announcement may be made of a material change in, or waiver of, such conditions and the Offer may, in certain circumstances, be extended in connection with any such change or waiver. The Purchaser acknowledges that the Commission believes that (a) if the Purchaser is delayed in accepting the Shares it must either extend the Offer or terminate the Offer and promptly return the Shares and (b) the circumstances in which a delay in payment is permitted are limited and do not include unsatisfied conditions of the Offer, except with respect to most required regulatory approvals. 9. SOURCE AND AMOUNT OF FUNDS. The Purchaser estimates that the total amount of funds required to purchase all outstanding Shares pursuant to the Offer and to pay fees and expenses related to the Offer and the Rockwell Merger is approximately $1.6 billion. The Purchaser plans to obtain all funds needed for the Offer and the Rockwell Merger through a capital contribution which will be made by Rockwell to the Purchaser. Rockwell plans to use funds available in its cash accounts and/or borrowings under the Credit Agreements (as defined below) or other borrowings for such capital contribution. Rockwell expects that any borrowings used to make capital contributions to the Purchaser will be repaid from the net proceeds of the sale of the Company's wholly-owned subsidiary, Reliance Comm/Tec Corporation, and from cash flow from the normal operations of Rockwell's businesses. On November 9, 1994, Rockwell entered into two definitive credit agreements, a $1,500,000,000 Five-Year Credit Agreement dated as of November 9, 1994 (the "Five Year Credit Agreement") among Rockwell, the banks listed therein and Morgan Guaranty Trust Company of New York, as Agent (the "Agent"), and a $1,000,000,000 364-Day Credit Agreement dated as of November 9, 1994 (the "364 Day Credit Agreement" and, together with the Five Year Credit Agreement, the "Credit Agreements") among Rockwell, the banks listed therein and the Agent. The banks that are parties to the Five Year Credit Agreement have committed to provide Rockwell with revolving credit loans of up to $1,500,000,000 for a period of five years ending on November 9, 1999. The banks that are parties to the 364 Day Credit Agreement have committed to provide Rockwell with revolving credit loans of up to $1,000,000,000 for a period of 364 days ending on November 8, 1995. Borrowings under each Credit Agreement are unsecured. Loans under the Credit Agreements bear interest at rates depending upon the borrowing option selected by Rockwell. Each Credit Agreement contains representations and warranties, covenants, conditions precedent to the banks' funding obligations, events of default, and other provisions customary in agreements for loans of this size and type. The foregoing description of the Credit Agreements is qualified in its entirety by reference to the text of the Credit Agreements, copies of which are attached as Exhibits (b)(1) and (b)(2), respectively, to 19 23 Amendment No. 3 to Rockwell's and the Purchaser's Schedule 14D-1 filed with the Commission with respect to the Offer. 10. CERTAIN LEGAL MATTERS; REQUIRED REGULATORY APPROVALS. Antitrust. The waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired at 11:59 p.m., New York City time, on November 5, 1994 without the Federal Trade Commission or the Antitrust Division of the Department of Justice having made a request for additional information or documentary material from the Purchaser. EC Merger Regulation. Under European Community ("EC") Regulation 4064/89 (the "EC Merger Regulation"), notices of concentrations with a "community dimension" must be provided to the EC Commission for review and approval prior to being put into effect. The Offer would be deemed to have a "community dimension" if the combined aggregate worldwide annual revenues of both the Company and Rockwell exceeds ECU 5 billion, if the community-wide annual revenues of each of the Company and Rockwell exceed ECU 250 million and if both the Company and Rockwell do not receive more than two-thirds of their respective community-wide revenues from one and the same member state. Based on publicly available information, the Purchaser now believes that the Offer most likely will not be considered to have a "community dimension." Accordingly, Rockwell has elected not to file any notices with the EC Commission under the EC Merger Regulation with respect to the Offer at this time. Competition Act (Canada). Certain provisions of the Competition Act (Canada) (the "Competition Act") require pre-merger notification to the Director of Investigation and Research (the "Canadian Director") of significant transactions, which may include the acquisition of more than 20% of the stock of a public company which has Canadian operations, or a merger or amalgamation involving such an entity. The Purchaser made a short-form filing under the Competition Act on November 10, 1994 with respect to the Offer and the Rockwell Merger. The seven-day waiting period has expired and the Purchaser has received a no-action letter dated November 17, 1994 from the office of the Canadian Director indicating that the Canadian Director has completed his assessment of the Offer and the Rockwell Merger and has concluded that there are not, at this time, grounds for the Canadian Director to bring an application before the Canadian Competition Tribunal in respect thereof. 11. MISCELLANEOUS. Rockwell and the Purchaser have filed with the Commission a Schedule 14D-1 and amendments thereto, together with exhibits, pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange Act, furnishing certain additional information with respect to the Offer, and may file further amendments thereto. Such Schedule 14D-1 and any amendments thereto, including exhibits, may be examined and copies may be obtained from the office of the Commission in the same manner as described in Section 8 of the Offer to Purchase with respect to information concerning the Company, except that they will not be available at the regional offices of the Commission. Except as otherwise set forth in this Supplement and in the revised Letters of Transmittal, the terms and conditions previously set forth in the Offer to Purchase remain applicable in all respects to the Offer, and this Supplement should be read in conjunction with the Offer to Purchase. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION ON BEHALF OF ROCKWELL OR THE PURCHASER NOT CONTAINED IN THE OFFER TO PURCHASE, AS AMENDED AND SUPPLEMENTED BY THIS SUPPLEMENT, OR IN THE RELATED REVISED LETTERS OF TRANSMITTAL AND, IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. Neither the delivery of this Supplement or the Offer to Purchase nor any purchase pursuant to the Offer shall, under any circumstances, create any implication that there has been no change in the affairs of Rockwell, the Purchaser, the Company or any of their respective subsidiaries since the date as of which information is furnished or the date of this Supplement. ROK ACQUISITION CORPORATION November 22, 1994 20 24 Facsimile copies of Letters of Transmittal, properly completed and duly executed, will be accepted. The appropriate Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each stockholder of the Company or his broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below: The Depositary for the Offer is: FIRST CHICAGO TRUST COMPANY OF NEW YORK By Mail: By Facsimile By Hand or Overnight Transmission: Delivery: Tenders & Exchanges P.O. Box 2563 (201) 222-4720 14 Wall Street Suite 4660 or 8th Floor Jersey City, NJ (201) 222-4721 Suite 4680 07303-2563 New York, NY 10005 Confirm Facsimile by Telephone: (201) 222-4707 Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. Additional copies of this Supplement, the Offer to Purchase, the Letters of Transmittal and other tender offer materials may be obtained from the Information Agent as set forth below, and will be furnished promptly at the Purchaser's expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: [GEORGESON & COMPANY INC. LOGO] Wall Street Plaza New York, New York 10005 Banks and Brokers Call Collect: (212) 440-9800 All Others Call Toll-Free: (800) 223-2064 The Dealer Manager for the Offer is: DILLON, READ & CO. INC. 535 Madison Avenue New York, New York 10022 (212) 906-7527 EX-99.A26 4 REVISED CLASS A LETTER OF TRANSMITTAL 1 Exhibit (a)(26) CLASS A LETTER OF TRANSMITTAL TO TENDER SHARES OF CLASS A COMMON STOCK OF RELIANCE ELECTRIC COMPANY PURSUANT TO THE OFFER TO PURCHASE DATED OCTOBER 21, 1994 AND THE SUPPLEMENT THERETO DATED NOVEMBER 22, 1994 BY ROK ACQUISITION CORPORATION A WHOLLY-OWNED SUBSIDIARY OF ROCKWELL INTERNATIONAL CORPORATION ------------------------ THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 6, 1994, UNLESS THE OFFER IS FURTHER EXTENDED. ------------------------ The Depositary for the Offer is: FIRST CHICAGO TRUST COMPANY OF NEW YORK By Mail: By Facsimile Transmission: By Hand or Overnight Delivery: Tenders & Exchanges (201) 222-4720 14 Wall Street P.O. Box 2563 or 8th Floor Suite 4660 (201) 222-4721 Suite 4680 Jersey City, New Jersey New York, New York 07303-2563 Confirm Facsimile 10005 by Telephone: (201) 222-4707
DELIVERY OF THIS REVISED LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS REVISED LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS REVISED LETTER OF TRANSMITTAL IS COMPLETED. 2 This revised Letter of Transmittal or the original (green) Class A Letter of Transmittal previously circulated is to be completed by stockholders either if certificates for Class A Shares (as defined in the Offer to Purchase, dated October 21, 1994 (the "Offer to Purchase")) are to be forwarded therewith or, unless an Agent's Message (as defined in the Offer to Purchase) is utilized, if tenders of Class A Shares are to be made by book-entry transfer to an account maintained by First Chicago Trust Company of New York (the "Depositary") at The Depository Trust Company ("DTC"), Midwest Securities Trust Company ("MSTC") or Philadelphia Depository Trust Company ("PDTC") (each a "Book-Entry Transfer Facility" and collectively referred to as the "Book-Entry Transfer Facilities"), pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Stockholders who tender Class A Shares by book-entry transfer are referred to herein as "Book-Entry Stockholders". While the original (green) Class A Letter of Transmittal previously circulated with the Offer to Purchase refers only to such Offer to Purchase, stockholders who use such Letter of Transmittal to tender their Class A Shares will nevertheless receive $31 per Class A Share for each Class A Share validly tendered and not properly withdrawn and accepted for payment pursuant to the Offer (as defined in the Supplement to the Offer to Purchase dated November 22, 1994 (the "Supplement")), subject to the conditions of the Offer. Stockholders who have previously validly tendered and not properly withdrawn their Class A Shares pursuant to the Offer are not required to take any further action to receive, subject to the conditions of the Offer, the increased Offer price of $31 per Class A Share if Class A Shares are accepted for payment and paid for pursuant to the Offer. As a result of amendments to the Rights Agreement, dated as of August 29, 1994, between the Company and Society National Bank, as Rights Agent (the "Rights Agreement"), required by the Rockwell Merger Agreement (as defined in the Supplement), by tendering Class A Shares, holders of Class A Shares will automatically tender the preferred stock purchase rights associated with the Class A Shares issued pursuant to the Rights Agreement. Accordingly, the Offer is no longer subject to the Rights Condition described in the Offer to Purchase. Holders of Class A Shares whose certificates for such Class A Shares (the "Share Certificates") are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary on or prior to the Expiration Date (as defined in the Supplement) or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Class A Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. NOTE: SIGNATURES MUST BE PROVIDED ON THE INSIDE AND REVERSE BACK COVER. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. 3 / / CHECK HERE IF CLASS A SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution: Check Box of Book-Entry Transfer Facility: / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company Account Number: Transaction Code Number: ------------------ ------------------ / / CHECK HERE IF CLASS A SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY. Name(s) of Registered Holder(s): Window Ticket Number (if any): Date of Execution of Notice of Guaranteed Delivery: Name of Institution which Guaranteed Delivery: 4 --------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF CLASS A SHARES TENDERED --------------------------------------------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, SHARE CERTIFICATE(S) AND EXACTLY AS NAME(S) APPEAR(S) ON CLASS A SHARE(S) TENDERED SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST, IF NECESSARY) --------------------------------------------------------------------------------------------------------------------------- TOTAL NUMBER OF CLASS A SHARES SHARE REPRESENTED NUMBER OF CERTIFICATE BY SHARE CLASS A SHARES NUMBER(S)* CERTIFICATE(S)* TENDERED** --------------------------------------------------------- --------------------------------------------------------- --------------------------------------------------------- --------------------------------------------------------- --------------------------------------------------------- --------------------------------------------------------- TOTAL CLASS A SHARES --------------------------------------------------------------------------------------------------------------------------- * Need not be completed by Book-Entry Stockholders. ** Unless otherwise indicated, it will be assumed that all Class A Shares represented by certificates delivered to the Depositary are being tendered. See Instruction 4. ---------------------------------------------------------------------------------------------------------------------------
5 Ladies and Gentlemen: The undersigned hereby tenders to ROK Acquisition Corporation (the "Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Rockwell International Corporation, a Delaware corporation ("Rockwell"), the above described shares of Class A Common Stock, par value $.01 per share (the "Class A Shares"), of Reliance Electric Company, a Delaware corporation (the "Company"), at a price of $31 per Class A 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 October 21, 1994 (the "Offer to Purchase"), as amended and supplemented by the Supplement thereto, dated November 22, 1994 (the "Supplement"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Offer to Purchase and the Supplement constitute the "Offer"). Subject to, and effective upon, acceptance for payment of and payment for the Class A Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns, and transfers to, or upon the order of, the Purchaser all right, title and interest in and to all of the Class A Shares that are being tendered hereby and any and all dividends on the Class A Shares or any distribution (including, without limitation, the issuance of additional Class A Shares pursuant to a stock dividend or stock split, the issuance of other securities or the issuance of rights for the purchase of any securities with respect to the Class A Shares) that is declared or paid by the Company on or after August 30, 1994 and is payable or distributable to stockholders of record on a date prior to the transfer into the name of the Purchaser or its nominees or transferees on the Company's stock transfer records of the Class A Shares purchased pursuant to the Offer (a "Distribution"), and constitutes and irrevocably appoints the Depositary the true and lawful agent, attorney-in-fact and proxy of the undersigned to the full extent of the undersigned's rights with respect to such Class A Shares (and any Distributions) with full power of substitution (such power of attorney and proxy being deemed to be an irrevocable power coupled with an interest), to (a) deliver Share Certificates (and any Distributions), or transfer ownership of such Class A Shares on the account books maintained by the Book-Entry Transfer Facilities, together in either such case with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser upon receipt by the Depositary, as the undersigned's agent, of the purchase price, (b) present such Class A Shares (and any Distributions) for transfer on the books of the Company and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Class A Shares (and any Distributions), all in accordance with the terms of the Offer. The undersigned hereby irrevocably appoints Charles H. Harff and William J. Calise, Jr., and each of them, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote in such manner as each such attorney and proxy or his substitute shall, in his sole discretion, deem proper, and otherwise act (including pursuant to written consent) with respect to all of the Class A Shares tendered hereby which have been accepted for payment by the Purchaser prior to the time of such vote or action (and any Distributions) which the undersigned is entitled to vote at any meeting of stockholders (whether annual or special and whether or not an adjourned meeting) of the Company, or by written consent in lieu of such meeting, or otherwise. This power of attorney and proxy is coupled with an interest in the Company and in the Class A Shares and is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of such Class A Shares by the Purchaser in accordance with the terms of the Offer. Such acceptance for payment shall revoke, without further action, any other power of attorney or proxy granted by the undersigned at any time with respect to such Class A Shares (and any Distributions) and no subsequent powers of attorney or proxies will be given (and if given will be deemed not to be effective) with respect thereto by the undersigned. The undersigned understands that the Purchaser reserves the right to require that, in order for Class A Shares to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of such Class A Shares, the Purchaser is able to exercise full voting rights with respect to such Class A Shares and other securities, including voting at any meeting of stockholders. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Class A Shares tendered hereby (and any Distributions) and that, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned, upon request, will execute and deliver any 6 additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Class A Shares tendered hereby (and any Distributions). In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of the Purchaser any and all other Distributions in respect of the Class A Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance or appropriate assurance thereof, the Purchaser shall be entitled to all rights and privileges as owner of any such Distributions, and may withhold the entire purchase price or deduct from the purchase price of Class A Shares tendered hereby the amount or value thereof, as determined by the Purchaser in its sole discretion. Tenders of Class A Shares pursuant to the Offer are irrevocable, except that Class A Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment pursuant to the Offer, may also be withdrawn at any time after December 19, 1994. See Section 4 of the Offer to Purchase. The undersigned understands that tenders of Class A Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer. Unless otherwise indicated herein under "Special Payment Instructions," please issue the check for the purchase price and/or return any Share Certificates not tendered or accepted for payment in the name(s) of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the purchase price and/or return any Share Certificates not tendered or accepted for payment (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature. In the event that both the "Special Delivery Instructions" and the "Special Payment Instructions" are completed, please issue the check for the purchase price and/or return any Share Certificates not tendered or accepted for payment in the name(s) of, and deliver said check and/or return certificates to, the person or persons so indicated. Stockholders tendering Class A Shares by book-entry transfer may request that any Class A Shares not accepted for payment be returned by crediting such account maintained at such Book-Entry Transfer Facility as such stockholder may designate by making an appropriate entry under "Special Payment Instructions." The undersigned recognizes that the Purchaser has no obligation pursuant to the "Special Payment Instructions" to transfer any Class A Shares from the name of the registered holder thereof if the Purchaser does not accept for payment any of such Class A Shares. 7 SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if Share Certificates not tendered or not purchased and/or the check for the purchase price of Class A Shares purchased are to be issued in the name of someone other than the undersigned, or if Class A Shares tendered by book-entry transfer which are not purchased are to be returned by credit to an account maintained at a Book-Entry Transfer Facility other than that designated on the front cover. Issue check and/or certificates to: Name: -------------------------------------------------------------------------- (PLEASE PRINT) Address: ---------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (INCLUDE ZIP CODE) - ------------------------------------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.) (SEE SUBSTITUTE FORM W-9 ON BACK COVER) / / Credit unpurchased Class A Shares tendered by book-entry transfer to the Book-Entry Transfer Facility account set forth below: / / DTC / / MSTC / / PDTC - ------------------------------------------------------------------------------- (ACCOUNT NUMBER) SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if Share Certificates not tendered or not purchased and/or the check for the purchase price of Class A Shares purchased are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown on the front cover. Mail check and/or certificates to: Name: -------------------------------------------------------------------------- (PLEASE PRINT) Address: ---------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (INCLUDE ZIP CODE) - ------------------------------------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.) 8 SIGN HERE (PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE SIDE) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SIGNATURE(S) OF OWNER(S) DATED: ----------------- (Must be signed by the registered holder(s) exactly as name(s) appear(s) on the Share Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please provide the necessary information. See Instruction 5.) Name(s): ---------------------------------------------------------------------- - ------------------------------------------------------------------------------- (PLEASE PRINT) Capacity (Full Title): -------------------------------------------------------- Address: ---------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number: ----------------------------------------------- Tax Identification or Social Security No.: ------------------------------------ (SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE) GUARANTEE OF SIGNATURE(S) (IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5) Authorized Signature: --------------------------------------------------------- Name: ------------------------------------------------------------------------- Name of Firm: ----------------------------------------------------------------- Address: ---------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number: ----------------------------------------------- Dated: ---------------- 9 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required (i) if this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in a Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Class A Shares) of the Class A Shares tendered herewith, unless such holder has completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the inside front cover hereof or (ii) if such Class A Shares are tendered for the account of a firm that is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program (an "Eligible Institution"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5. 2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of Transmittal is to be used either if Share Certificates are to be forwarded herewith or, unless an Agent's Message is utilized, if tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Share Certificates, or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Class A Shares into the Depositary's account at a Book-Entry Transfer Facility, as well as this revised Letter of Transmittal or the original (green) Class A Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other documents required by this revised Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date. Stockholders whose Share Certificates are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary prior to the Expiration Date or who cannot complete the procedures for delivery by book-entry transfer on a timely basis may tender their Class A Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, must be received by the Depositary on or prior to the Expiration Date; and (iii) the Share Certificates (or a Book-Entry Confirmation) representing all tendered Class A Shares, in proper form for transfer together with a properly completed and duly executed revised Letter of Transmittal or the original (green) Class A Letter of Transmittal (or a facsimile thereof), with any required signature guarantees (or, in the case of a book-entry delivery, an Agent's Message) and any other documents required by this revised Letter of Transmittal, must be received by the Depositary within five New York Stock Exchange, Inc. ("NYSE") trading days after the date of execution of such Notice of Guaranteed Delivery. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed revised Letter of Transmittal or the original (green) Class A Letter of Transmittal (or facsimile thereof) must accompany each such delivery. THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THIS REVISED LETTER OF TRANSMITTAL OR THE ORIGINAL (GREEN) CLASS A LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. No alternative, conditional or contingent tenders will be accepted and no fractional Class A Shares will be purchased. All tendering stockholders, by execution of this revised Letter of Transmittal or the original (green) Class A Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Class A Shares for payment. 10 3. INADEQUATE SPACE. If the space provided herein is inadequate, the certificate numbers and/or the number of Class A Shares and any other required information should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed. 4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER.) If fewer than all the Class A Shares evidenced by any certificate submitted are to be tendered, fill in the number of Class A Shares which are to be tendered in the box entitled "Number of Class A Shares Tendered". In such case, new certificate(s) for the remainder of the Class A Shares that were evidenced by your old certificate(s) will be sent to you, unless otherwise provided in the appropriate box marked "Special Payment Instructions" and/or "Special Delivery Instructions" on this revised Letter of Transmittal, as soon as practicable after the Expiration Date. All Class A Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If this revised Letter of Transmittal is signed by the registered holder(s) of the Class A Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If any of the Class A Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this revised Letter of Transmittal. If any tendered Class A Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate revised Letters of Transmittal or original (green) Class A Letters of Transmittal as there are different registrations of certificates. If this revised Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Purchaser of their authority so to act must be submitted. When this revised Letter of Transmittal is signed by the registered owner(s) of the Class A Shares listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made to or certificates for Class A Shares not tendered or purchased are to be issued in the name of a person other than the registered owner(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. If this revised Letter of Transmittal is signed by a person other than the registered owner(s) of the Class A Shares listed, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered owner(s) appear(s) on the certificates. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. 6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, the Purchaser will pay or cause to be paid any stock transfer taxes with respect to the transfer and sale of purchased Class A Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if certificates for Class A Shares not tendered or purchased are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person(s) signing this revised Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS REVISED LETTER OF TRANSMITTAL. 7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued in the name of and/or certificates for unpurchased Class A Shares are to be returned to a person other than the signer of this revised Letter of Transmittal or if a check is to be sent and/or such certificates are to be returned to someone other than the signer of this revised Letter of Transmittal or to an address other than that shown on the front cover 11 hereof, the appropriate boxes on this revised Letter of Transmittal should be completed. Stockholders tendering Class A Shares by book-entry transfer may request that Class A Shares not purchased be credited to such account maintained at such Book-Entry Transfer Facility as such stockholder may designate hereon. If no such instructions are given, such Class A Shares not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated above. See Instruction 1. 8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance may be directed to the Information Agent at its addresses set forth below. Requests for additional copies of the Offer to Purchase, the Supplement and this revised Letter of Transmittal may be directed to the Information Agent or to brokers, dealers, commercial banks or trust companies. 9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income tax law, a stockholder whose tendered Class A Shares are accepted for payment is required to provide the Depositary with such stockholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below. If the Depositary is not provided with the correct TIN, the Internal Revenue Service may subject the stockholder or other payee to a $50 penalty. In addition, payments that are made to such stockholder or other payee with respect to Class A Shares purchased pursuant to the Offer may be subject to 31% backup withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, the stockholder must submit a Form W-8, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8 can be obtained from the Depositary. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. If backup withholding applies, the Depositary is required to withhold 31% of any such payments made to the stockholder or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. The box in Part 3 of the Substitute Form W-9 may be checked if the tendering stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the stockholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 31% of all payments made prior to the time a properly certified TIN is provided to the Depositary. The stockholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the record owner of the Class A Shares or of the last transferee appearing on the transfers attached to, or endorsed on, the Class A Shares. If the Class A Shares are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. 10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s) representing Class A Shares has been lost, destroyed or stolen, the stockholder should promptly notify the Depositary. The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This revised Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. IMPORTANT: THIS REVISED LETTER OF TRANSMITTAL OR THE ORGINAL (GREEN) CLASS A LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF) OR AN AGENT'S MESSAGE TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE. 12 TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS (SEE INSTRUCTION 9) - --------------------------------------------------------------------------------------------------------------------------- PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK - --------------------------------------------------------------------------------------------------------------------------- PART 1 -- PLEASE PROVIDE YOUR TIN SOCIAL SECURITY NUMBER SUBSTITUTE IN THE BOX AT RIGHT AND CERTIFY BY FORM W-9 SIGNING AND DATING BELOW. OR EMPLOYER ID NUMBER DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE PAYER'S REQUEST FOR TAXPAYER --------------------- IDENTIFICATION NUMBER ("TIN") - --------------------------------------------------------------------------------------------------------------------------
PART 2 -- CERTIFICATES -- Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2). - -------------------------------------------------------------------------------- SIGNATURE DATE PART 3 -------------------------- ------------------ AWAITING TIN / / - -------------------------------------------------------------------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. 13 YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days. Signature: Date: --------------------------------------------------- ---------- 14 FACSIMILE COPIES OF THIS REVISED LETTER OF TRANSMITTAL OR THE ORIGINAL (GREEN) CLASS A LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED, WILL BE ACCEPTED. THIS LETTER OF TRANSMITTAL OR THE ORIGINAL (GREEN) CLASS A LETTER OF TRANSMITTAL, CERTIFICATES FOR CLASS A SHARES AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH HOLDER OF CLASS A SHARES OR HIS BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH BELOW: The Depositary for the Offer is: FIRST CHICAGO TRUST COMPANY OF NEW YORK By Mail: By Facsimile By Hand or Transmission: Overnight Delivery: Tenders & Exchanges P.O. Box 2563 (201) 222-4720 14 Wall Street Suite 4660 or 8th Floor Jersey City, New Jersey (201) 222-4721 Suite 4680 07303-2563 New York, New York 10005 Confirm Facsimile by Telephone: (201) 222-4707 Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers listed below. Additional copies of the Offer to Purchase, the Supplement, the revised Letter of Transmittal and other tender offer materials may be obtained from the Information Agent as set forth below, and will be furnished promptly at the Purchaser's expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: [GEORGESON & COMPANY INC. LOGO] Wall Street Plaza New York, New York 10005 (212) 509-6240 (Collect) (800) 223-2064 (Toll Free) Banks and Brokers call (212) 440-9800 The Dealer Manager for the Offer is: DILLON, READ & CO. INC. 535 Madison Avenue New York, New York 10022 (212) 906-7527 EX-99.A27 5 REVISED CLASS B LETTER OF TRANSMITTAL 1 Exhibit (a)(27) CLASS B LETTER OF TRANSMITTAL TO TENDER SHARES OF CLASS B COMMON STOCK OF RELIANCE ELECTRIC COMPANY PURSUANT TO THE OFFER TO PURCHASE DATED OCTOBER 21, 1994 AND THE SUPPLEMENT THERETO DATED NOVEMBER 22, 1994 BY ROK ACQUISITION CORPORATION A WHOLLY-OWNED SUBSIDIARY OF ROCKWELL INTERNATIONAL CORPORATION ------------------------ THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 6, 1994, UNLESS THE OFFER IS FURTHER EXTENDED. ------------------------ The Depositary for the Offer is: FIRST CHICAGO TRUST COMPANY OF NEW YORK By Mail: By Facsimile Transmission: By Hand or Overnight Delivery: Tenders & Exchanges (201) 222-4720 14 Wall Street P.O. Box 2563 or 8th Floor Suite 4660 (201) 222-4721 Suite 4680 Jersey City, New Jersey New York, New York 07303-2563 Confirm Facsimile 10005 by Telephone: (201) 222-4707
DELIVERY OF THIS REVISED LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS REVISED LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS REVISED LETTER OF TRANSMITTAL IS COMPLETED. 2 This revised Letter of Transmittal or the original Class B Letter of Transmittal previously circulated is to be completed by stockholders to tender certificates for Class B Shares (as defined in the Offer to Purchase, dated October 21, 1994 (the "Offer to Purchase")). While the original Class B Letter of Transmittal previously circulated with the Offer to Purchase refers only to such Offer to Purchase, stockholders who use such Letter of Transmittal to tender their Class B Shares will nevertheless receive $31 per Class B Share for each Class B Share validly tendered and not properly withdrawn and accepted for payment pursuant to the Offer (as defined in the Supplement to the Offer to Purchase dated November 22, 1994 (the "Supplement")), subject to the conditions of the Offer. Stockholders who have previously validly tendered and not properly withdrawn their Class B Shares pursuant to the Offer are not required to take any further action to receive, subject to the conditions of the Offer, the increased Offer price of $31 per Class B Share if Class B Shares are accepted for payment and paid for pursuant to the Offer. As a result of amendments to the Rights Agreement, dated as of August 29, 1994, between the Company and Society National Bank, as Rights Agent (the "Rights Agreement"), required by the Rockwell Merger Agreement (as defined in the Supplement), by tendering Class B Shares, holders of Class B Shares will automatically tender the preferred stock purchase rights associated with the Class B Shares issued pursuant to the Rights Agreement. Accordingly, the Offer is no longer subject to the Rights Condition described in the Offer to Purchase. Holders of Class B Shares whose certificates for such Class B Shares (the "Share Certificates") are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary on or prior to the Expiration Date (as defined in the Supplement), must tender their Class B Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2. NOTE: SIGNATURES MUST BE PROVIDED ON THE INSIDE AND REVERSE BACK COVER. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. 2 3 / / CHECK HERE IF CLASS B SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY. Name(s) of Registered Holder(s): Window Ticket Number (if any): Date of Execution of Notice of Guaranteed Delivery: Name of Institution which Guaranteed Delivery: 3 4
--------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF CLASS B SHARES TENDERED --------------------------------------------------------------------------------------------------------------------------- Name(s) and Address(es) of Registered Holder(s) Share Certificate(s) and (Please fill in, if blank, exactly as Class B Share(s) Tendered name(s) appear(s) on Share Certificate(s)) (Attach additional list, if necessary) --------------------------------------------------------------------------------------------------------------------------- TOTAL NUMBER OF SHARE CLASS B SHARES NUMBER OF CERTIFICATE REPRESENTED BY CLASS B SHARES NUMBER(S) SHARE CERTIFICATE(S) TENDERED* ------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- TOTAL CLASS B SHARES --------------------------------------------------------------------------------------------------------------------------- * Unless otherwise indicated, it will be assumed that all Class B Shares represented by Certificates delivered to the Depositary are being tendered. See Instruction 4. ---------------------------------------------------------------------------------------------------------------------------
4 5 Ladies and Gentlemen: The undersigned hereby tenders to ROK Acquisition Corporation (the "Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Rockwell International Corporation, a Delaware corporation ("Rockwell"), the above described shares of Class B Common Stock, par value $.01 per share (the "Class B Shares"), of Reliance Electric Company, a Delaware corporation (the "Company"), at a price of $31 per Class B 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 October 21, 1994 (the "Offer to Purchase"), as amended and supplemented by the Supplement thereto, dated November 22, 1994 (the "Supplement"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Offer to Purchase and the Supplement constitute the "Offer"). Subject to, and effective upon, acceptance for payment of and payment for the Class B Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns, and transfers to, or upon the order of, the Purchaser all right, title and interest in and to all of the Class B Shares that are being tendered hereby and any and all dividends on the Class B Shares or any distribution (including, without limitation, the issuance of additional Class B Shares pursuant to a stock dividend or stock split, the issuance of other securities or the issuance of rights for the purchase of any securities with respect to the Class B Shares) that is declared or paid by the Company on or after August 30, 1994 and is payable or distributable to stockholders of record on a date prior to the transfer into the name of the Purchaser or its nominees or transferees on the Company's stock transfer records of the Class B Shares purchased pursuant to the Offer (a "Distribution"), and constitutes and irrevocably appoints the Depositary the true and lawful agent, attorney-in-fact and proxy of the undersigned to the full extent of the undersigned's rights with respect to such Class B Shares (and any Distributions) with full power of substitution (such power of attorney and proxy being deemed to be an irrevocable power coupled with an interest), to (a) deliver Share Certificates (and any Distributions), together with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser upon receipt by the Depositary, as the undersigned's agent, of the purchase price, (b) present such Class B Shares (and any Distributions) for transfer on the books of the Company, (c) if directed by the Purchaser, present Share Certificates (and any Distributions), together with any required notice, for conversion on behalf of the undersigned into shares of Class A Common Stock, par value $.01 per share ("Class A Shares"), of the Company (and any dividends or distributions ("Class A Distributions") into which a Distribution is convertible) and then to present the Class A Shares (and Class A Distributions) into which such Class B Shares (and Distributions) were converted for transfer on the books of the Company, and (d) receive all benefits and otherwise exercise all rights of beneficial ownership of such Class B Shares (and any Distributions) or the Class A Shares (and any Class A Distributions) into which they were converted, all in accordance with the terms of the Offer. The undersigned hereby irrevocably appoints Charles H. Harff and William J. Calise, Jr., and each of them, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote in such manner as each such attorney and proxy or his substitute shall, in his sole discretion, deem proper, and otherwise act (including pursuant to written consent) with respect to all of the Class B Shares tendered hereby which have been accepted for payment by the Purchaser prior to the time of such vote or action (and any Distributions) which the undersigned is entitled to vote at any meeting of stockholders (whether annual or special and whether or not an adjourned meeting) of the Company, or by written consent in lieu of such meeting, or otherwise. This power of attorney and proxy is coupled with an interest in the Company and in the Class B Shares and is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of such Class B Shares by the Purchaser in accordance with the terms of the Offer. Such acceptance for payment shall revoke, without further action, any other power of attorney or proxy granted by the undersigned at any time with respect to such Class B Shares (and any Distributions) and no subsequent powers of attorney or proxies will be given (and if given will be deemed not to be effective) with respect thereto by the undersigned. The undersigned understands that the Purchaser reserves the right to require that, in order for Class B Shares to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of such Class B Shares, the Purchaser is able to exercise full voting rights with respect to such Class B Shares and other securities, including voting at any meeting of stockholders. In addition, this power of 5 6 attorney and proxy applies to any Class A Shares (and Class A Distributions) into which Class B Shares (and Distributions) have been converted. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Class B Shares tendered hereby (and any Distributions) and that, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned, upon request, will execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Class B Shares tendered hereby (and any Distributions). In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of the Purchaser any and all other Distributions in respect of the Class B Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance or appropriate assurance thereof, the Purchaser shall be entitled to all rights and privileges as owner of any such Distributions, and may withhold the entire purchase price or deduct from the purchase price of Class B Shares tendered hereby the amount or value thereof, as determined by the Purchaser in its sole discretion. Tenders of Class B Shares pursuant to the Offer are irrevocable, except that Class B Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment pursuant to the Offer, may also be withdrawn at any time after December 19, 1994. See Section 4 of the Offer to Purchase. The undersigned understands that tenders of Class B Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer. Unless otherwise indicated herein under "Special Payment Instructions," please issue the check for the purchase price and/or return any Share Certificates not tendered or accepted for payment in the name(s) of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the purchase price and/or return any Share Certificates not tendered or accepted for payment (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature. In the event that both the "Special Delivery Instructions" and the "Special Payment Instructions" are completed, please issue the check for the purchase price and/or return any Share Certificates not tendered or accepted for payment in the name(s) of, and deliver said check and/or return certificates to, the person or persons so indicated. The undersigned recognizes that the Purchaser has no obligation pursuant to the "Special Payment Instructions" to transfer any Class B Shares from the name of the registered holder thereof if the Purchaser does not accept for payment any of such Class B Shares. 6 7 SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if Share Certificates not tendered or not purchased and/or the check for the purchase price of Class B Shares purchased are to be issued in the name of someone other than the undersigned. Issue check and/or certificates to: Name: ------------------------------------------------------------------------- (PLEASE PRINT) Address: ---------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (INCLUDE ZIP CODE) - ------------------------------------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.) (SEE SUBSTITUTE FORM W-9 ON BACK COVER) SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if Share Certificates not tendered or not purchased and/or the check for the purchase price of Class B Shares purchased are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown on the front cover. Mail check and/or certificates to: Name: ------------------------------------------------------------------------- (PLEASE PRINT) Address: ---------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (INCLUDE ZIP CODE) - ------------------------------------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.) 7 8 SIGN HERE (PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE SIDE) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SIGNATURE(S) OF OWNER(S) DATED: ---------------- (Must be signed by the registered holder(s) exactly as name(s) appear(s) on the Share Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please provide the necessary information. See Instruction 5.) Name(s): ---------------------------------------------------------------------- - ------------------------------------------------------------------------------- (PLEASE PRINT) Capacity (Full Title): -------------------------------------------------------- Address: ---------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number: ----------------------------------------------- Tax Identification or Social Security No.: ------------------------------------ (SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE) GUARANTEE OF SIGNATURE(S) (IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5) Authorized Signature: --------------------------------------------------------- Name: ------------------------------------------------------------------------- Name of Firm: ----------------------------------------------------------------- Address: ---------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number: -------------------- Dated: ---------------- 8 9 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required (i) if this Letter of Transmittal is signed by the registered holder of the Class B Shares tendered herewith, unless such holder has completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the inside front cover hereof or (ii) if such Class B Shares are tendered for the account of a firm that is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program (an "Eligible Institution"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5. 2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. Share Certificates, as well as this revised Letter of Transmittal or the original Class B Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this revised Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date. Stockholders whose Share Certificates are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary prior to the Expiration Date may tender their Class B Shares and by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, must be received by the Depositary on or prior to the Expiration Date; and (iii) the Share Certificates representing all tendered Class B Shares, in proper form for transfer together with a properly completed and duly executed revised Letter of Transmittal or the original Class B Letter of Transmittal (or a facsimile thereof), with any required signature guarantees and any other documents required by this revised Letter of Transmittal, must be received by the Depositary within five New York Stock Exchange, Inc. ("NYSE") trading days after the date of execution of such Notice of Guaranteed Delivery. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed revised Letter of Transmittal or the original Class B Letter of Transmittal (or facsimile thereof) must accompany each such delivery. THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THIS REVISED LETTER OF TRANSMITTAL OR THE ORIGINAL CLASS B LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. No alternative, conditional or contingent tenders will be accepted and no fractional Class B Shares will be purchased. All tendering stockholders, by execution of this revised Letter of Transmittal or the original Class B Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Class B Shares for payment. 3. INADEQUATE SPACE. If the space provided herein is inadequate, the certificate numbers and/or the number of Class B Shares and any other required information should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed. 4. PARTIAL TENDERS. If fewer than all the Class B Shares evidenced by any certificate submitted are to be tendered, fill in the number of Class B Shares which are to be tendered in the box entitled "Number of Class B Shares Tendered." In such case, new certificate(s) for the remainder of the Class B Shares that were evidenced by your old certificate(s) will be sent to you, unless otherwise provided in the appropriate box marked "Special Payment Instructions" and/or "Special Delivery Instructions" on this revised Letter of 9 10 Transmittal, as soon as practicable after the Expiration Date. All Class B Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If this revised Letter of Transmittal is signed by the registered holder(s) of the Class B Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If any of the Class B Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this revised Letter of Transmittal. If any tendered Class B Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate revised Letters of Transmittal or original Class B Letters of Transmittal as there are different registrations of certificates. If this revised Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Purchaser of their authority so to act must be submitted. When this revised Letter of Transmittal is signed by the registered owner(s) of the Class B Shares listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made to or certificates for Class B Shares not tendered or purchased are to be issued in the name of a person other than the registered owner(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. If this revised Letter of Transmittal is signed by a person other than the registered owner(s) of the Class B Shares listed, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered owner(s) appear(s) on the certificates. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. 6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, the Purchaser will pay or cause to be paid any stock transfer taxes with respect to the transfer and sale of purchased Class B Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if certificates for Class B Shares not tendered or purchased are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person(s) signing this revised Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS REVISED LETTER OF TRANSMITTAL. 7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued in the name of and/or certificates for unpurchased Class B Shares are to be returned to a person other than the signer of this revised Letter of Transmittal or if a check is to be sent and/or such certificates are to be returned to someone other than the signer of this revised Letter of Transmittal or to an address other than that shown on the front cover hereof, the appropriate boxes on this revised Letter of Transmittal should be completed. See Instruction 1. 8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance may be directed to the Information Agent at its addresses set forth below. Requests for additional copies of the Offer to Purchase, the Supplement and this revised Letter of Transmittal may be directed to the Information Agent or to brokers, dealers, commercial banks or trust companies. 9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income tax law, a stockholder whose tendered Class B Shares are accepted for payment is required to provide the Depositary with such stockholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below. If the 10 11 Depositary is not provided with the correct TIN, the Internal Revenue Service may subject the stockholder or other payee to a $50 penalty. In addition, payments that are made to such stockholder or other payee with respect to Class B Shares purchased pursuant to the Offer may be subject to 31% backup withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, the stockholder must submit a Form W-8, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8 can be obtained from the Depositary. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. If backup withholding applies, the Depositary is required to withhold 31% of any such payments made to the stockholder or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. The box in Part 3 of the Substitute Form W-9 may be checked if the tendering stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the stockholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 31% of all payments made prior to the time a properly certified TIN is provided to the Depositary. The stockholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the record owner of the Class B Shares or of the last transferee appearing on the transfers attached to, or endorsed on, the Class B Shares. If the Class B Shares are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. 10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s) representing Class B Shares has been lost, destroyed or stolen, the stockholder should promptly notify the Depositary. The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This revised Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. IMPORTANT: THIS REVISED LETTER OF TRANSMITTAL OR THE ORIGINAL CLASS B LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF) TOGETHER WITH CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE. 11 12 TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS (SEE INSTRUCTION 9) - --------------------------------------------------------------------------------------------------------------------------- PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK - --------------------------------------------------------------------------------------------------------------------------- PART 1 -- PLEASE PROVIDE YOUR TIN SOCIAL SECURITY NUMBER SUBSTITUTE IN THE BOX AT RIGHT AND CERTIFY BY FORM W-9 SIGNING AND DATING BELOW. OR EMPLOYER ID NUMBER DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER ("TIN") ---------------------- - --------------------------------------------------------------------------------------------------------------------------
PART 2 -- CERTIFICATES -- Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2). - -------------------------------------------------------------------------------- SIGNATURE DATE PART 3 ------------------------------- ----------- AWAITING TIN / / - -------------------------------------------------------------------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. 12 13 YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days. Signature: Date: ---------------------------------------------------- --------- 13 14 FACSIMILE COPIES OF THIS REVISED LETTER OF TRANSMITTAL OR THE ORIGINAL CLASS B LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED, WILL BE ACCEPTED. THIS REVISED LETTER OF TRANSMITTAL OR THE ORIGINAL CLASS B LETTER OF TRANSMITTAL, CERTIFICATES FOR CLASS B SHARES AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH HOLDER OF CLASS B SHARES OR HIS BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH BELOW: The Depositary for the Offer is: FIRST CHICAGO TRUST COMPANY OF NEW YORK By Mail: By Facsimile By Hand or Transmission: Overnight Delivery: Tenders & Exchanges P.O. Box 2563 (201) 222-4720 14 Wall Street Suite 4660 or 8th Floor Jersey City, New Jersey (201) 222-4721 Suite 4680 07303-2563 New York, New York 10005 Confirm Facsimile by Telephone: (201) 222-4707 Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers listed below. Additional copies of the Offer to Purchase, the Supplement, the revised Letter of Transmittal and other tender offer materials may be obtained from the Information Agent as set forth below, and will be furnished promptly at the Purchaser's expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: [GEORGESON & COMPANY INC. LOGO] Wall Street Plaza New York, New York 10005 (212) 509-6240 (Collect) (800) 223-2064 (Toll Free) Banks and Brokers call (212) 440-9800 The Dealer Manager for the Offer is: DILLON, READ & CO. INC. 535 Madison Avenue New York, New York 10022 (212) 906-7527 14 EX-99.A28 6 REVISED CLASS C LETTER OF TRANSMITTAL 1 EXHIBIT (A)(28) CLASS C LETTER OF TRANSMITTAL TO TENDER SHARES OF CLASS C COMMON STOCK OF RELIANCE ELECTRIC COMPANY PURSUANT TO THE OFFER TO PURCHASE DATED OCTOBER 21, 1994 AND THE SUPPLEMENT THERETO DATED NOVEMBER 22, 1994 BY ROK ACQUISITION CORPORATION A WHOLLY-OWNED SUBSIDIARY OF ROCKWELL INTERNATIONAL CORPORATION -------------------- THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 6, 1994, UNLESS THE OFFER IS FURTHER EXTENDED. -------------------- The Depositary for the Offer is: FIRST CHICAGO TRUST COMPANY OF NEW YORK By Facsimile By Hand or By Mail: Transmission: Overnight Delivery: Tenders & Exchanges (201) 222-4720 14 Wall Street P.O. Box 2563 or 8th Floor Suite 4660 (201) 222-4721 Suite 4680 Jersey City, New Jersey New York, New York 07303-2563 Confirm Facsimile 10005 by Telephone: (201) 222-4707
DELIVERY OF THIS REVISED LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS REVISED LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS REVISED LETTER OF TRANSMITTAL IS COMPLETED. 2 This revised Letter of Transmittal or the original Class C Letter of Transmittal previously circulated is to be completed by stockholders to tender certificates for Class C Shares (as defined in the Offer to Purchase, dated October 21, 1994 (the "Offer to Purchase")). While the original Class C Letter of Transmittal previously circulated with the Offer to Purchase refers only to such Offer to Purchase, stockholders who use such Letter of Transmittal to tender their Class C Shares will nevertheless receive $83.948 per Class C Share for each Class C Share validly tendered and not properly withdrawn and accepted for payment pursuant to the Offer (as defined in the Supplement to the Offer to Purchase dated November 22, 1994 (the "Supplement")), subject to the conditions of the Offer. Stockholders who have previously validly tendered and not properly withdrawn their Class C Shares pursuant to the Offer are not required to take any further action to receive, subject to the conditions of the Offer, the increased Offer price of $83.948 per Class C Share if Class C Shares are accepted for payment and paid for pursuant to the Offer. As a result of amendments to the Rights Agreement, dated as of August 29, 1994, between the Company and Society National Bank, as Rights Agent (the "Rights Agreement"), required by the Rockwell Merger Agreement (as defined in the Supplement), by tendering Class C Shares, holders of Class C Shares will automatically tender the preferred stock purchase rights (the "Class C Rights") associated with the Class C Shares issued pursuant to the Rights Agreement. Accordingly, the Offer is no longer subject to the Rights Condition described in the Offer to Purchase. Holders of Class C Shares whose certificates for such Class C Shares (the "Share Certificates") are not immediately available or who cannot deliver their Share 2 3 Certificates and all other required documents to the Depositary on or prior to the Expiration Date (as defined in the Supplement), must tender their Class C Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2. NOTE: SIGNATURES MUST BE PROVIDED ON THE INSIDE AND REVERSE BACK COVER. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. / / CHECK HERE IF CLASS C SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY. Name(s) of Registered Holder(s): Window Ticket Number (if any): Date of Execution of Notice of Guaranteed Delivery: Name of Institution which Guaranteed Delivery: 3 4 - ------------------------------------------------------------------------------- DESCRIPTION OF CLASS C SHARES TENDERED - ------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY SHARE CERTIFICATE(S) AND AS NAME(S) APPEAR(S) ON SHARE CLASS C SHARE(S) TENDERED CERTIFICATE(S)) (ATTACH ADDITIONAL LIST, IF NECESSARY) - ------------------------------------------------------------------------------------------------------------ TOTAL NUMBER OF CLASS C SHARES NUMBER OF SHARE REPRESENTED CLASS C CERTIFICATE BY SHARE SHARES NUMBER(S) CERTIFICATE(S) TENDERED* ---------------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- TOTAL CLASS C SHARES
- ------------------------------------------------------------------------------- * UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL CLASS C SHARES REPRESENTED BY CERTIFICATES DELIVERED TO THE DEPOSITARY ARE BEING TENDERED. SEE INSTRUCTION 4. - ------------------------------------------------------------------------------- 4 5 Ladies and Gentlemen: The undersigned hereby tenders to ROK Acquisition Corporation (the "Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Rockwell International Corporation, a Delaware corporation ("Rockwell"), the above described shares of Class C Common Stock, par value $.01 per share (the "Class C Shares"), of Reliance Electric Company, a Delaware corporation (the "Company"), at a price of $83.948 per Class C 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 October 21, 1994 (the "Offer to Purchase"), as amended and supplemented by the Supplement thereto, dated November 22, 1994 (the "Supplement"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Offer to Purchase and the Supplement constitute the "Offer"). Subject to, and effective upon, acceptance for payment of and payment for the Class C Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns, and transfers to, or upon the order of, the Purchaser all right, title and interest in and to all of the Class C Shares that are being tendered hereby and any and all dividends on the Class C Shares or any distribution (including, without limitation, the issuance of additional Class C Shares pursuant to a stock dividend or stock split, the issuance of other securities or the issuance of rights for the purchase of any securities with respect to the Class C Shares) that is declared or paid by the Company on or after August 30, 1994 and is payable or distributable to stockholders of record on 5 6 a date prior to the transfer into the name of the Purchaser or its nominees or transferees on the Company's stock transfer records of the Class C Shares purchased pursuant to the Offer (a "Distribution"), and constitutes and irrevocably appoints the Depositary the true and lawful agent, attorney-in-fact and proxy of the undersigned to the full extent of the undersigned's rights with respect to such Class C Shares (and any Distributions) with full power of substitution (such power of attorney and proxy being deemed to be an irrevocable power coupled with an interest), to (a) deliver Share Certificates (and any Distributions), together with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser upon receipt by the Depositary, as the undersigned's agent, of the purchase price, (b) present such Class C Shares (and any Distributions) for transfer on the books of the Company, (c) if directed by the Purchaser, present Share Certificates (and any Distributions), together with any required notice, for conversion on behalf of the undersigned into shares of Class A Common Stock, par value $.01 per share ("Class A Shares"), of the Company (and any dividends or distributions ("Class A Distributions") into which a Distribution is convertible) and then to present the Class A Shares (and Class A Distributions) into which such Class C Shares (and Distributions) were converted for transfer on the books of the Company, and (d) receive all benefits and otherwise exercise all rights of beneficial ownership of such Class C Shares (and any Distributions) or the Class A Shares (and any Class A Distributions) into which they were converted, all in accordance with the terms of the Offer. 6 7 The undersigned hereby irrevocably appoints Charles H. Harff and William J. Calise, Jr., and each of them, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote in such manner as each such attorney and proxy or his substitute shall, in his sole discretion, deem proper, and otherwise act (including pursuant to written consent) with respect to all of the Class C Shares tendered hereby which have been accepted for payment by the Purchaser prior to the time of such vote or action (and any Distributions) which the undersigned is entitled to vote at any meeting of stockholders (whether annual or special and whether or not an adjourned meeting) of the Company, or by written consent in lieu of such meeting, or otherwise. This power of attorney and proxy is coupled with an interest in the Company and in the Class C Shares and is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of such Class C Shares by the Purchaser in accordance with the terms of the Offer. Such acceptance for payment shall revoke, without further action, any other power of attorney or proxy granted by the undersigned at any time with respect to such Class C Shares (and any Distributions) and no subsequent powers of attorney or proxies will be given (and if given will be deemed not to be effective) with respect thereto by the undersigned. The undersigned understands that the Purchaser reserves the right to require that, in order for Class C Shares to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of such Class C Shares, the Purchaser is able to exercise full voting rights with respect to such Class C Shares and other securities, including voting at any meeting of stockholders. In addition, this power of attorney and proxy applies to any Class A Shares (and Class A Distributions) into which Class C Shares (and Distributions) have been converted. 7 8 The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Class C Shares tendered hereby (and any Distributions) and that, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned, upon request, will execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Class C Shares tendered hereby (and any Distributions). In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of the Purchaser any and all other Distributions in respect of the Class C Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance or appropriate assurance thereof, the Purchaser shall be entitled to all rights and privileges as owner of any such Distributions, and may withhold the entire purchase price or deduct from the purchase price of Class C Shares tendered hereby the amount or value thereof, as determined by the Purchaser in its sole discretion. Tenders of Class C Shares pursuant to the Offer are irrevocable, except that Class C Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment pursuant to the Offer, may also be withdrawn at any time after December 19, 1994. See Section 4 of the Offer to Purchase. The undersigned understands that tenders of Class C Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer. Unless otherwise indicated herein under "Special Payment Instructions," please issue the check for the purchase price and/or return any Share Certificates not tendered or accepted for payment in the name(s) of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the purchase price and/or return any Share Certificates not tendered or accepted for payment (and accompanying documents, as appropriate) to 8 9 the undersigned at the address shown below the undersigned's signature. In the event that both the "Special Delivery Instructions" and the "Special Payment Instructions" are completed, please issue the check for the purchase price and/or return any Share Certificates not tendered or accepted for payment in the name(s) of, and deliver said check and/or return certificates to, the person or persons so indicated. The undersigned recognizes that the Purchaser has no obligation pursuant to the "Special Payment Instructions" to transfer any Class C Shares from the name of the registered holder thereof if the Purchaser does not accept for payment any of such Class C Shares. SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if Share Certificates not tendered or not purchased and/or the check for the purchase price of Class C Shares purchased are to be issued in the name of someone other than the undersigned. Issue check and/or certificates to: Name: ------------------------------------------- (PLEASE PRINT) Address: ---------------------------------------- - ------------------------------------------------ - ------------------------------------------------ (INCLUDE ZIP CODE) - ------------------------------------------------ (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.) (SEE SUBSTITUTE FORM W-9 ON BACK COVER) SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if Share Certificates not tendered or not purchased and/or the check for the purchase price of Class C Shares purchased are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown on the front cover. 9 10 Mail check and/or certificates to: Name: ------------------------------------------- (PLEASE PRINT) Address: ---------------------------------------- - ------------------------------------------------ - ------------------------------------------------ (INCLUDE ZIP CODE) - ------------------------------------------------ (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.) SIGN HERE (PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE SIDE) - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- SIGNATURE(S) OF OWNER(S) DATED: ------------------ (Must be signed by the registered holder(s) exactly as name(s) appear(s) on the Share Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please provide the necessary information. See Instruction 5.) Name(s): ------------------------------------------------------------------- - --------------------------------------------------------------------------- (PLEASE PRINT) Capacity (Full Title): ----------------------------------------------------- Address: ------------------------------------------------------------------- - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number: -------------------------------------------- 10 11 Tax Identification or Social Security No.: ----------------- (SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE) GUARANTEE OF SIGNATURE(S) (IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5) Authorized Signature: -------------------------------------- Name: ------------------------------------------------------ Name of Firm: ---------------------------------------------- Address: --------------------------------------------------- - ----------------------------------------------------------- - ----------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number: ---------------------------- Dated: ----------------------------- 11 12 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required (i) if this Letter of Transmittal is signed by the registered holder of the Class C Shares tendered herewith, unless such holder has completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the inside front cover hereof or (ii) if such Class C Shares are tendered for the account of a firm that is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program (an "Eligible Institution"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5. 2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. Share Certificates, as well as this revised Letter of Transmittal or the original Class C Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this revised Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date. Stockholders whose Share Certificates are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary prior to the Expiration Date may tender their Class C Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, 12 13 substantially in the form made available by the Purchaser, must be received by the Depositary on or prior to the Expiration Date; and (iii) the Share Certificates representing all tendered Class C Shares, in proper form for transfer together with a properly completed and duly executed revised Letter of Transmittal or the original Class C Letter of Transmittal (or a facsimile thereof), with any required signature guarantees and any other documents required by this revised Letter of Transmittal, must be received by the Depositary within five New York Stock Exchange, Inc. ("NYSE") trading days after the date of execution of such Notice of Guaranteed Delivery. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed revised Letter of Transmittal or the original Class C Letter of Transmittal (or facsimile thereof) must accompany each such delivery. THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THIS REVISED LETTER OF TRANSMITTAL OR THE ORIGINAL CLASS C LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. No alternative, conditional or contingent tenders will be accepted and no fractional Class C Shares will be purchased. All tendering stockholders, by execution of this revised Letter of Transmittal or the original Class C Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Class C Shares for payment. 3. INADEQUATE SPACE. If the space provided herein is inadequate, the certificate numbers and/or the number of Class C Shares and any other required information should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed. 4. PARTIAL TENDERS. If fewer than all the Class C Shares evidenced by any certificate submitted are to be tendered, fill in the number of Class C Shares which are to be tendered in the box entitled "Number of Class C Shares Tendered." 13 14 in such case, new certificate(s) for the remainder of the Class C Shares that were evidenced by your old certificate(s) will be sent to you, unless otherwise provided in the appropriate box marked "Special Payment Instructions" and/or "Special Delivery Instructions" on this revised Letter of Transmittal, as soon as practicable after the Expiration Date. All Class C Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If this revised Letter of Transmittal is signed by the registered holder(s) of the Class C Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If any of the Class C Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this revised Letter of Transmittal. If any tendered Class C Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate revised Letters of Transmittal or original Class C Letters of Transmittal as there are different registrations of certificates. If this revised Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Purchaser of their authority so to act must be submitted. When this revised Letter of Transmittal is signed by the registered owner(s) of the Class C Shares listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made to or certificates for Class C Shares not tendered or purchased are to be issued in the name of a person other than the registered owner(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. If this revised Letter of Transmittal is signed by a person other than the registered owner(s) of the Class C Shares listed, the certificates must be 14 15 endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered owner(s) appear(s) on the certificates. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. 6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, the Purchaser will pay or cause to be paid any stock transfer taxes with respect to the transfer and sale of purchased Class C Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if certificates for Class C Shares not tendered or purchased are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person(s) signing this revised Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS REVISED LETTER OF TRANSMITTAL. 7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued in the name of and/or certificates for unpurchased Class C Shares are to be returned to a person other than the signer of this revised Letter of Transmittal or if a check is to be sent and/or such certificates are to be returned to someone other than the signer of this revised Letter of Transmittal or to an address other than that shown on the front cover hereof, the appropriate boxes on this revised Letter of Transmittal should be completed. See Instruction 1. 8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance may be directed to the Information Agent at its addresses set forth below. Requests for additional copies of the Offer to Purchase, the Supplement and this revised Letter of Transmittal may be directed to the Information Agent or to brokers, dealers, commercial banks or trust companies. 9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income tax law, a stockholder whose tendered Class C Shares are accepted for payment is required to provide the Depositary with such stockholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below. If the Depositary is not provided with the correct TIN, the Internal Revenue Service may subject the 15 16 stockholder or other payee to a $50 penalty. In addition, payments that are made to such stockholder or other payee with respect to Class C Shares purchased pursuant to the Offer may be subject to 31% backup withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, the stockholder must submit a Form W-8, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8 can be obtained from the Depositary. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. If backup withholding applies, the Depositary is required to withhold 31% of any such payments made to the stockholder or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. The box in Part 3 of the Substitute Form W-9 may be checked if the tendering stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the stockholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 31% of all payments made prior to the time a properly certified TIN is provided to the Depositary. The stockholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the record owner of the Class C Shares or of the last transferee appearing on the transfers attached to, or endorsed on, the Class C Shares. If the Class C Shares are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. 16 17 10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s) representing Class C Shares has been lost, destroyed or stolen, the stockholder should promptly notify the Depositary. The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This revised Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. IMPORTANT: THIS REVISED LETTER OF TRANSMITTAL OR THE ORIGINAL CLASS C LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF) TOGETHER WITH CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE. 17 18 TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS (SEE INSTRUCTION 9) - ------------------------------------------------------------------------------- PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK - ------------------------------------------------------------------------------- PART 1 -- PLEASE PROVIDE YOUR TIN SOCIAL SECURITY NUMBER OR EMPLOYER ID IN THE BOX AT RIGHT AND CERTIFY BY NUMBER SIGNING AND DATING BELOW. ---------------------------------------------- -------------------------------------------------------------------------- SUBSTITUTE PART 2 -- CERTIFICATES -- Under penalties of perjury, I certify that: FORM W-9 (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and DEPARTMENT OF THE TREASURY (2) I am not subject to backup withholding because: (a) I am exempt from INTERNAL REVENUE SERVICE backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. PAYER'S REQUEST FOR TAXPAYER CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been IDENTIFICATION NUMBER ("TIN") notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2). ----------------------------------------------------------------------------------- SIGNATURE DATE PART 3 ----------------- ------------------ AWAITING TIN / / - -----------------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. 18 19 YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days. Signature: Date: -------------------------------- ------------------------ 19 20 FACSIMILE COPIES OF THIS REVISED LETTER OF TRANSMITTAL OR THE ORIGINAL CLASS C LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED, WILL BE ACCEPTED. THIS REVISED LETTER OF TRANSMITTAL OR THE ORIGINAL CLASS C LETTER OF TRANSMITTAL, CERTIFICATES FOR CLASS C SHARES AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH HOLDER OF CLASS C SHARES OR HIS BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH BELOW: THE DEPOSITARY FOR THE OFFER IS: FIRST CHICAGO TRUST COMPANY OF NEW YORK By Facsimile By Hand or By Mail: Transmission: Overnight Delivery: Tenders & Exchanges (201) 222-4720 14 Wall Street P.O. Box 2563 or 8th Floor Suite 4660 (201) 222-4721 Suite 4680 Jersey City, New Jersey New York, New York 07303-2563 Confirm Facsimile 10005 by Telephone: (201) 222-4707
Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers listed below. Additional copies of the Offer to Purchase, the Supplement, the revised Letter of Transmittal and other tender offer materials may be obtained from the Information Agent as set forth below, and will be furnished promptly at the Purchaser's expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. 20 21 THE INFORMATION AGENT FOR THE OFFER IS: [Logo of Georgeson & Company Inc.] Wall Street Plaza New York, New York 10005 (212) 509-6240 (Collect) (800) 223-2064 (Toll Free) Banks and Brokers call collect (212) 440-9800 The Dealer Manager for the Offer is: Dillon, Read & Co. Inc. 535 Madison Avenue New York, New York 10022 (212) 906-7527 21 EX-99.A29 7 REVISED NOTICE OF GUARANTEED DELIVERY 1 Exhibit (a)(29) NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF CLASS A COMMON STOCK CLASS B COMMON STOCK AND CLASS C COMMON STOCK OF RELIANCE ELECTRIC COMPANY This revised Notice of Guaranteed Delivery, the original Notice of Guaranteed Delivery previously circulated or one substantially equivalent thereto must be used to accept the Offer (as defined below) if (i) certificates representing shares of Class A Common Stock, par value $.01 per share (the "Class A Shares"), of Reliance Electric Company, a Delaware corporation (the "Company"), (ii) certificates representing shares of Class B Common Stock, par value $.01 per share (the "Class B Shares"), of the Company, or (iii) certificates representing shares of Class C Common Stock, par value $.01 per share (the "Class C Shares" and, together with the Class A Shares and the Class B Shares, the "Shares"), of the Company, are not immediately available or if time will not permit all required documents to reach First Chicago Trust Company of New York (the "Depositary") on or prior to the Expiration Date (as defined in the Supplement described below), or, in the case of Class A Shares, the procedures for delivery by book-entry transfer cannot be completed on a timely basis. This revised Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase. THE DEPOSITARY FOR THE OFFER IS: FIRST CHICAGO TRUST COMPANY OF NEW YORK By Mail: By Facsimile: By Hand or Overnight Delivery: Tenders & Exchanges (201) 222-4732 14 Wall Street P.O. Box 2563 or 8th Floor Suite 4660 (201) 222-4721 Suite 4680 Jersey City, New Jersey 07303-2563 New York, New York 10005 Confirm Facsimile by Telephone: (201) 222-4707
DELIVERY OF THIS REVISED NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS REVISED NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL. 2 LADIES AND GENTLEMEN: The undersigned hereby tenders to ROK Acquisition Corporation, a Delaware corporation upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 21, 1994 (the "Offer to Purchase"), as amended and supplemented by the Supplement thereto, dated November 22, 1994 (the "Supplement"), and in the related revised Letters of Transmittal (which together constitute the "Offer"), receipt of each of which is hereby acknowledged, the number (and class) of Shares indicated below pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Number of Shares: Class A: Shares Class B: Shares Class C: Shares Certificate No(s). (if available): If Class A Share(s) will be tendered by book-entry transfer, check one box. / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company Account Number: Date: Name(s) of Record Holder(s): Address(es): Area Code and Telephone Number(s): Signature(s): THE GUARANTEE BELOW MUST BE COMPLETED GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm that is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program, hereby (a) represents that the tender of Shares effected hereby complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and (b) guarantees to deliver to the Depositary, at one of its addresses set forth above, the certificates representing all tendered Shares, in proper form for transfer, or, in the case of Class A Shares, a Book-Entry Confirmation (as defined in the Offer to Purchase), together with a properly completed and duly executed revised (blue, in the case of Class A Shares) Letter of Transmittal circulated with the Supplement or original (green, in the case of Class A Shares) Letter of Transmittal circulated with the Offer to Purchase (or facsimile thereof), with any required signature guarantees, or, in the case of book-entry delivery of Class A Shares, an Agent's Message (as defined in the Offer to Purchase), and any other documents required by the appropriate Letter of Transmittal within five New York Stock Exchange, Inc. trading days after the date of execution of this Notice of Guaranteed Delivery. Name of Firm: Address: Area Code and Telephone Number: (Authorized Signature) Title: Name: (Please type or print) Date: NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED DELIVERY. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. 2 EX-99.A30 8 2ND LETTER TO BROKERS, DEALERS 1 Exhibit (a)(30) Dillon, Read & Co. Inc. 535 Madison Avenue New York, New York 10022 (212) 906-7527 ROK ACQUISITION CORPORATION A WHOLLY-OWNED SUBSIDIARY OF ROCKWELL INTERNATIONAL CORPORATION HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK AND ALL OUTSTANDING SHARES OF CLASS B COMMON STOCK OF RELIANCE ELECTRIC COMPANY TO $31 NET PER SHARE AND ALL OUTSTANDING SHARES OF CLASS C COMMON STOCK OF RELIANCE ELECTRIC COMPANY TO $83.948 NET PER SHARE THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 6, 1994, UNLESS THE OFFER IS FURTHER EXTENDED. November 22, 1994 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed by ROK Acquisition Corporation, a Delaware corporation (the "Purchaser"), and Rockwell International Corporation, a Delaware corporation ("Rockwell"), to act as financial advisor and Dealer Manager in connection with the Purchaser's offer to purchase (i) all 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"), at a purchase price of $31 per Class A Share, net to the seller in cash, without interest thereon, (ii) all outstanding shares of Class B Common Stock, par value $.01 per share (the "Class B Shares"), of the Company at a purchase price of $31 per Class B Share, net to the seller in cash, without interest thereon, and (iii) all outstanding shares of Class C Common Stock, par value $.01 per share (the "Class C Shares" and, together with the Class A Shares and the Class B Shares, the "Shares"), of the Company at a purchase price of $83.948 per Class C Share, 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"), as amended and supplemented by the Supplement thereto, dated November 22, 1994 (the "Supplement"), and in the related revised Letters of Transmittal (which together constitute 2 the "Offer"). Tendering stockholders may continue to use the original (green, in the case of Class A Shares) Letters of Transmittal and the original (green) Notice of Guaranteed Delivery previously circulated with the Offer to Purchase, or the revised (blue, in the case of Class A Shares) Letters of Transmittal and the revised (grey) Notice of Guaranteed Delivery circulated with the Supplement. While the Letters of Transmittal previously circulated with the Offer to Purchase refer only to the Offer to Purchase, stockholders using such documents to tender their Shares will nevertheless be deemed to be tendering pursuant to the amended Offer (including the amendments and supplements made by the Supplement) and will receive the increased Offer prices per Share described in the Supplement if Shares are accepted for payment and paid for by the Purchaser pursuant to the Offer. As a result of amendments to the Rights Agreement, dated as of August 29, 1994, between the Company and Society National Bank, as Rights Agent (the "Rights Agreement"), required by the Rockwell Merger Agreement (as defined in the Supplement), by tendering Shares, holders of Shares will automatically tender the preferred stock purchase rights associated with the Shares issued pursuant to the Rights Agreement. Accordingly, the Offer is no longer subject to the Rights Condition described in the Offer to Purchase. Holders of Shares whose certificates for such Shares (the "Share Certificates") are not immediately available, or who cannot deliver their Share Certificates and all other required documents to the Depositary on or prior to the Expiration Date (as defined in the Supplement), or, in the case of the Class A Shares, who cannot complete the procedures for book-entry transfer on a timely basis, may tender their Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee. The Offer is conditioned upon, among other things, Shares representing at least a majority of the total number of outstanding Class A Shares on a fully diluted basis (assuming conversion of all outstanding Class B Shares and Class C Shares into Class A Shares and the exercise of all outstanding options) being validly tendered and not withdrawn prior to the expiration of the Offer. The Offer is also subject to other terms and conditions contained in the Offer to Purchase and the Supplement. See the Introduction and Section 8 of the Supplement. Enclosed herewith for your information and forwarding to your clients are copies of the following documents: 1. The Supplement, dated November 22, 1994. 2. Revised Letters of Transmittal to tender Shares for your use and for the information of your clients. Facsimile copies of the appropriate Letter of Transmittal may be used to tender Shares. 3. The revised Notice of Guaranteed Delivery for Shares to be used to accept the Offer if certificates for Shares are not immediately available or if such certificates and all other required documents cannot be delivered to First Chicago Trust Company of New York (the "Depositary") by the Expiration Date or if, in the case of the Class A Shares, the procedure for book-entry transfer cannot be completed by the Expiration Date. 4. A printed form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer. 5. Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9. 6. A return envelope addressed to the Depositary. 2 3 YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 6, 1994, UNLESS THE OFFER IS FURTHER EXTENDED. In order to accept the Offer, an appropriate duly executed and properly completed Letter of Transmittal and any required signature guarantees, or an Agent's Message (as defined in the Offer to Purchase) in connection with a book-entry delivery of Class A Shares and any other required documents should be sent to the Depositary and either Share Certificates representing the tendered Shares should be delivered to the Depositary, or, in the case of Class A Shares, such Shares should be tendered by book-entry transfer into the Depositary's account maintained at one of the Book Entry Transfer Facilities (as described in the Offer to Purchase), all in accordance with the instructions set forth in the Letters of Transmittal, the Offer to Purchase and the Supplement. If holders of Shares wish to tender, but it is impracticable for them to forward their Share Certificates or other required documents on or prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures specified in Section 3 of the Offer to Purchase. The Purchaser will not pay any commissions or fees to any broker, dealer or other person (other than the Dealer Manager and the Information Agent, as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. The Purchaser will pay or cause to be paid any stock transfer taxes payable on the transfer of Shares to it, except as otherwise provided in Instruction 6 of the Letters of Transmittal. Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed material may be obtained from, the Dealer Manager or the Information Agent, at their respective addresses and telephone numbers set forth on the back cover of the Supplement. Very truly yours, DILLON, READ & CO. INC. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE DEALER MANAGER, THE COMPANY, THE DEPOSITARY OR THE INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE OFFER TO PURCHASE (AS AMENDED AND SUPPLEMENTED BY THE SUPPLEMENT) AND THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. 3 EX-99.A31 9 2ND LETTER TO CLIENTS 1 Exhibit (a)(31) ROK ACQUISITION CORPORATION A WHOLLY-OWNED SUBSIDIARY OF ROCKWELL INTERNATIONAL CORPORATION HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK AND ALL OUTSTANDING SHARES OF CLASS B COMMON STOCK OF RELIANCE ELECTRIC COMPANY TO $31 NET PER SHARE AND ALL OUTSTANDING SHARES OF CLASS C COMMON STOCK OF RELIANCE ELECTRIC COMPANY TO $83.948 NET PER SHARE THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 6, 1994, UNLESS THE OFFER IS FURTHER EXTENDED. To Our Clients: Enclosed for your consideration are the Supplement, dated November 22, 1994 (the "Supplement"), which amends and supplements the Offer to Purchase, dated October 21, 1994 (the "Offer to Purchase"), and the related revised Letter(s) of Transmittal (which together constitute the "Offer") relating to the offer by ROK Acquisition Corporation, a Delaware corporation (the "Purchaser"), to purchase (i) all 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"), at a purchase price of $31 per Class A Share, net to the seller in cash, without interest thereon, (ii) all outstanding shares of Class B Common Stock, par value $.01 per share (the "Class B Shares"), of the Company at a purchase price of $31 per Class B Share, net to the seller in cash, without interest thereon, and (iii) all outstanding shares of Class C Common Stock, par value $.01 per share (the "Class C Shares" and, together with the Class A Shares and the Class B Shares, the "Shares"), of the Company at a purchase price of $83.948 per Class C Share, 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, the Supplement and the related revised Letter(s) of Transmittal. Tendering stockholders may continue to use the original (green, in the case of Class A Shares) Letters of Transmittal and the original (green) Notice of Guaranteed Delivery previously circulated with the Offer to Purchase, or the revised (blue, in the case of Class A Shares) Letters of Transmittal and the revised (grey) Notice of Guaranteed Delivery circulated with the Supplement. While the Letters of Transmittal previously circulated with the Offer to Purchase refer only to the Offer to Purchase, stockholders using such document to tender their Shares 2 will nevertheless be deemed to be tendering pursuant to the amended Offer (including the amendments and supplements made by the Supplement) and will receive the increased Offer prices per Share described in the Supplement if Shares are accepted for payment and paid for by the Purchaser pursuant to the Offer. As a result of amendments to the Rights Agreement, dated as of August 29, 1994, between the Company and Society National Bank, as Rights Agent (the "Rights Agreement"), required by the Rockwell Merger Agreement (as defined in the Supplement), by tendering Shares, holders of Shares will automatically tender the preferred stock purchase rights (the "Rights") associated with the Shares issued pursuant to the Rights Agreement. Accordingly, the Offer is no longer subject to the Rights Condition described in the Offer to Purchase. Holders of Shares whose certificates for such Shares (the "Share Certificates") are not immediately available, or who cannot deliver their Share Certificates and all other required documents to the Depositary on or prior to the Expiration Date (as defined in the Supplement), or, in the case of the Class A Shares, who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE REVISED LETTER(S) OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT. Accordingly, we request instructions as to whether you wish to have us tender on your behalf any or all Shares held by us for your account pursuant to the terms and conditions set forth in the Offer. Please note the following: 1. The tender price has been increased to $31 per Class A Share and Class B Share and $83.948 per Class C Share, net to you in cash without interest thereon, upon the terms and subject to the conditions set forth in the Offer. 2. The Offer is being made for all Shares. 3. The Offer is conditioned upon, among other things, Shares representing at least a majority of the total number of outstanding Class A Shares on a fully diluted basis (assuming conversion of all outstanding Class B Shares and Class C Shares into Class A Shares and the exercise of all outstanding options) being validly tendered and not withdrawn prior to the expiration of the Offer. The Offer is also subject to other terms and conditions. See the Introduction and Section 8 of the Supplement. 4. Tendering stockholders will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letters of Transmittal, stock transfer taxes on the purchase of Shares by the Purchaser pursuant to the Offer. 5. The Offer and withdrawal rights will expire at 12:00 Midnight, New York City time, on Tuesday, December 6, 1994, unless the Offer is further extended. 6. Payment for Shares purchased pursuant to the Offer will in all cases be made only after timely receipt by First Chicago Trust Company of New York (the "Depositary") of (a) Share Certificates or, in the case of Class A Shares, timely confirmation of the book-entry transfer of such Shares into the account maintained by the Depositary at The Depository Trust Company, Midwest Securities Trust Company or Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (b) the appropriate Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent's Message (as defined in the Offer to Purchase), in connection with a book-entry delivery, and (c) any other documents required by the appropriate Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time depending upon when certificates for or, in the case of Class A Shares, confirmations of book-entry transfer of such Shares into the Depositary's account at a Book-Entry Transfer Facility are actually received by the Depositary. If you wish to have us tender any or all of the Shares held by us for your account, please so instruct us by completing, executing, detaching and returning to us the instruction form set forth on the back page of this letter. If 2 3 you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on the back page of this letter. An envelope to return your instructions to us is enclosed. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf prior to the expiration of the Offer. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares residing in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. However, the Purchaser may, in its discretion, take such action as it may deem necessary to make the Offer in any jurisdiction and extend the Offer to holders of Shares in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer is being made on behalf of the Purchaser by Dillon, Read & Co. Inc., the Dealer Manager for the Offer, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. 3 4 INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL SHARES OF ALL CLASSES OF COMMON STOCK OF RELIANCE ELECTRIC COMPANY The undersigned acknowledge(s) receipt of your letter and the enclosed Supplement, dated November 22, 1994 (the "Supplement"), which amends and supplements the Offer to Purchase, dated October 21, 1994 (the "Offer to Purchase"), and the related revised Letter(s) of Transmittal (which together constitute the "Offer") in connection with the offer by ROK Acquisition Corporation, a Delaware corporation (the "Purchaser"), to purchase (i) all 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"), at a purchase price of $31 per Class A Share, net to the seller in cash, without interest thereon, (ii) all outstanding shares of Class B Common Stock, par value $.01 per share (the "Class B Shares"), of the Company at a purchase price of $31 per Class B Share, net to the seller in cash, without interest thereon, and (iii) all outstanding shares of Class C Common Stock, par value $.01 per share (the "Class C Shares" and, together with the Class A Shares and the Class B Shares, the "Shares"), of the Company at a purchase price of $83.948 per Class C Share, 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, the Supplement and the related revised Letter(s) of Transmittal. This will instruct you to tender to the Purchaser the number (and class) of Shares indicated below (or if no number (and class) is indicated below, all Shares) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. Number of Shares to Be Tendered: Class A: -------------------------------- Shares Class B: -------------------------------- Shares
Unless otherwise indicated, it will be assumed that you instruct us to tender all Shares held by us for your account. SIGN HERE Signature(s) (Print Name(s)) (Print Address(es)) (Area Code and Telephone Number(s)) (Taxpayer Identification or Social Security Number(s)) 4 EX-99.A32 10 SUMMARY ADVERTISEMENT 1 Exhibit (a)(32) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares. The Offer is made solely by the Offer to Purchase, dated October 21, 1994, the Supplement thereto, dated November 22, 1994, and the related Letters of Transmittal, and is being made to all holders of Shares. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of ROK Acquisition Corporation by Dillon, Read & Co. Inc. or one or more registered brokers or dealers licensed under the laws of such jurisdiction. ROK Acquisition Corporation a wholly-owned subsidiary of Rockwell International Corporation Has Increased the Price of its Offer to Purchase for Cash All Outstanding Shares of Class A Common Stock and All Outstanding Shares of Class B Common Stock of Reliance Electric Company to $31 Net Per Share and All Outstanding Shares of Class C Common Stock of Reliance Electric Company to $83.948 Net Per Share ROK Acquisition Corporation (the "Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Rockwell International Corporation, a Delaware corporation ("Rockwell"), is now offering to purchase (i) all 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"), at a purchase price of $31 per Class A Share, net to the seller in cash, without interest thereon, (ii) all outstanding shares of Class B Common Stock, par value $.01 per share (the "Class B Shares"), of the Company at a purchase price of $31 per Class B Share, net to the seller in cash, without interest thereon, and (iii) all outstanding shares of Class C Common Stock, par value $.01 per share (the "Class C Shares" and, together with the Class A Shares and the Class B Shares, the "Shares"), of the Company at a purchase price of $83.948 per Class C Share, net to the seller in cash, 2 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"), as amended and supplemented by the Supplement thereto, dated November 22, 1994 (the "Supplement"), and in the related revised Letters of Transmittal (which together constitute the "Offer"). THE OFFER HAS BEEN EXTENDED. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 6, 1994, UNLESS THE OFFER IS FURTHER EXTENDED. The Offer is conditioned upon Shares representing at least a majority of the total number of outstanding shares of Class A Common Stock of the Company on a fully diluted basis (assuming conversion of all outstanding Class B Shares and Class C Shares into Class A Shares and the exercise of all outstanding options) being validly tendered and not withdrawn prior to the expiration of the Offer. The Offer is also subject to other terms and conditions. See the Introduction and Section 8 of the Supplement. The Offer is not conditioned on obtaining financing. The Company, the Purchaser and Rockwell have entered into an Agreement and Plan of Merger, dated as of November 21, 1994 (the "Rockwell Merger Agreement"), which provides for, among other things, (i) an increase in the price per Class A Share and Class B Share to be paid pursuant to the Offer from $30 per Class A Share and Class B Share to $31 per Class A Share and Class B Share, net to the seller in cash, and an increase in the price per Class C Share to be paid pursuant to the Offer from $81.24 per Class C Share to $83.948 per Class C Share, net to the seller in cash, (ii) the amendment of the conditions to the Offer to eliminate the Rights Condition, the Section 203 Condition and the No Impediments Condition (as such terms are defined in the Offer to Purchase), (iii) the amendment and restatement of certain other conditions to the Offer as set forth in their entirety in Section 8 of the Supplement, (iv) elimination of the requirement that holders of Shares also tender their associated Rights (as defined below), (v) extension of the expiration date of the Offer to 12:00 midnight, New York City time, on Tuesday, December 6, 1994 and (vi) the merger of the Purchaser with and into the Company (the "Rockwell Merger") following the consummation of the Offer. In the Rockwell Merger, each Share issued and outstanding immediately prior to the Rockwell Merger (other than any Shares held by Rockwell, the Purchaser, any subsidiary of Rockwell or the Purchaser, in the treasury of the Company, or by any subsidiary of the Company and other 2 3 than any Dissenting Shares (as such term is defined in the Rockwell Merger Agreement)) shall be converted into the right to receive $31 in cash, in the case of Class A Shares and Class B Shares, and $83.948 in cash, in the case of Class C Shares, payable to the holder thereof, without interest, upon surrender of the certificate formerly representing such Share. In connection with the Rockwell Merger Agreement, the Company has agreed to amend the Rights Agreement dated as of August 29, 1994 between Reliance and Society National Bank, as Rights Agent, in order to provide, among other things, that the preferred stock purchase rights issued pursuant thereto (the "Rights") would no longer be outstanding upon consummation of the Rockwell Merger. THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE ROCKWELL MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY, HAS APPROVED THE ROCKWELL MERGER AGREEMENT, THE OFFER AND THE ROCKWELL MERGER AND RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES. Prior to execution of the Rockwell Merger Agreement, the Agreement and Plan of Merger, dated as of August 30, 1994, as amended, between the Company and General Signal Corporation was terminated. Shares previously validly tendered and not withdrawn constitute valid tenders for purposes of the Offer. Stockholders are not required to take any further action with respect to such Shares in order to receive the increased Offer price of $31 per Share (in the case of Class A Shares and Class B Shares) or $83.948 per Share (in the case of Class C Shares), if Shares are accepted for payment and paid for by the Purchaser pursuant to the Offer, except as may be required by the guaranteed delivery procedure if such procedure was utilized. See Section 4 of the Offer to Purchase for the procedures for withdrawing Shares tendered pursuant to the Offer. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to validly tendering stockholders. Under no circumstances will interest on the purchase price for Shares 3 4 be paid by the Purchaser. In all cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates representing Shares (the "Share Certificates") for such Shares or, in the case of Class A Shares, timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Class A Shares into the Depositary's account at The Depository Trust Company, Midwest Securities Trust Company or Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities") pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (ii) the appropriate Letter of Transmittal delivered with the Offer to Purchase or the appropriate revised Letter of Transmittal delivered with the Supplement (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of Class A Shares, an Agent's Message (as defined in the Offer to Purchase) in connection with a book-entry transfer of Class A Shares and (iii) any other documents required by the appropriate Letter of Transmittal. A Class A Letter of Transmittal should be used to tender Class A Shares, a Class B Letter of Transmittal should be used to tender Class B Shares and a Class C Letter of Transmittal should be used to tender Class C Shares. The Purchaser expressly reserves the right, subject to the terms of the Rockwell Merger Agreement, at any time and from time to time, to extend further the period during which the Offer is open if at the Expiration Date (as defined below) the conditions to the Offer specified in Section 8 of the Supplement have not been satisfied or waived by the Purchaser, by giving oral or written notice of such extension to the Depositary. Any such extension will be followed as promptly as practicable by public announcement thereof, and such announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Tenders of Shares made pursuant to the Offer are irrevocable, except that Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment as provided in the Offer to Purchase, may also be withdrawn at any time after December 19, 1994 (or such later date as may apply in case the Offer is further extended). The term "Expiration Date" means 12:00 midnight, New York City time, on Tuesday, December 6, 1994, unless and until the Purchaser, subject to the terms of the Rockwell Merger Agreement, shall have further extended the period of time for which the Offer is open, in which event the term "Expiration Date" shall mean the time and date at which the Offer, as so extended by the Purchaser, shall expire. In order for a withdrawal to be effective, a written or 4 5 facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of the Supplement. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn, and (if Share Certificates have been tendered) the name of the registered holder of the Shares as set forth in the Share Certificate, if different from that of the person who tendered such Shares. If Share Certificates have been delivered or otherwise identified to the Depositary, then prior to the physical release of such certificates, the tendering stockholder must submit the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn and the signature on the notice of withdrawal must be guaranteed by a firm that is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program (an "Eligible Institution"), except in the case of Shares tendered for the account of an Eligible Institution. If Class A Shares have been tendered pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase, the notice of withdrawal must specify the name and number of the account at the appropriate Book-Entry Transfer Facility to be credited with the withdrawn Class A Shares, in which case a notice of withdrawal will be effective if delivered to the Depositary by any method of delivery described in this paragraph. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination shall be final and binding. Any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be retendered at any subsequent time prior to the Expiration Date by following any of the procedures described in Section 3 of the Offer to Purchase. The information required to be disclosed pursuant to Rule 14d-6(e)(1)(vii) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is contained in the Offer to Purchase, as amended and supplemented by the Supplement, and is incorporated herein by reference. The Company is providing the Purchaser with the Company's stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. The Supplement and the related revised Letters of Transmittal and, if required, other relevant materials will be mailed to record holders of Shares and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or who are listed as participants in a clearing agency's security position 5 6 listing for subsequent transmittal to beneficial owners of Shares. THE OFFER TO PURCHASE, THE SUPPLEMENT AND THE REVISED LETTERS OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers listed below. Additional copies of the Offer to Purchase, the Supplement, the revised Letters of Transmittal, the revised Notice of Guaranteed Delivery and other related materials may be obtained at the Purchaser's expense from the Information Agent or from brokers, dealers, commercial banks and trust companies. Neither Rockwell nor the Purchaser will pay any fees or commissions to any broker, dealer or other person (other than the Information Agent and the Dealer Manager) for soliciting tenders of Shares pursuant to the Offer. The Information Agent for the Offer is: [Logo of Georgeson & Company Inc.] Wall Street Plaza New York, New York 10005 (212) 509-6240 (Collect) Banks and Brokers call collect (212) 440-9800 Call Toll Free: 1-800-223-2064 The Dealer Manager for the Offer is: Dillon, Read & Co. Inc. 535 Madison Avenue New York, New York 10022 (212) 906-7527 (call collect) November 22, 1994 6 EX-99.A33 11 AGREEMENT DATED NOVEMBER 21, 1994 1 Exhibit (a)(33) General Signal Corporation One High Ridge Park Stamford, CT 06904 Reliance Electric Company 6065 Parkland Boulevard Cleveland, OH 44124 November 21, 1994 Gentlemen: By this letter, each of General Signal Corporation, Reliance Electric Company and Rockwell International Corporation agree to amend the letter agreement dated November 17, 1994 among such parties by changing the references to "noon" in clauses (i), (ii) and (iv) thereof to "6:00 p.m.". Very truly yours, GENERAL SIGNAL CORPORATION By: /s/ EDGAR J. SMITH, JR. ------------------------- Name: Edgar J. Smith, Jr. Title: Vice President, General Counsel & Secretary Accepted and agreed: Accepted and agreed: RELIANCE ELECTRIC COMPANY ROCKWELL INTERNATIONAL CORPORATION By: /s/ JOHN C. MORLEY By: /s/ WILLIAM J. CALISE, JR. -------------------- ---------------------------- Name: John C. Morley Name: William J. Calise, Jr. Title: President and Chief Title: Senior Vice President, Executive Officer General Counsel and Secretary EX-99.A34 12 PRESS RELEASE 1 Exhibit (a)(34) [ROCKWELL INTERNATIONAL CORPORATION LETTERHEAD] Rockwell and Reliance Agree to Merge SEAL BEACH, Calif. (November 21, 1994) -- Rockwell International Corporation (NYSE:ROK) and Reliance Electric Company (NYSE:REE) today announced that they have reached an agreement in principle under which Rockwell will acquire Reliance for $31.00 per share of Common Stock and an equivalent amount for convertible shares. The parties expect to sign a definitive agreement later today. Reliance and General Signal Corporation have agreed to extend to 6 p.m. EST today the noon deadline for negotiations previously agreed upon by Reliance, General Signal and Rockwell. Rockwell is a diversified, high-technology company with leadership market positions in automation, avionics, aerospace, defense electronics, telecommunications, automotive components and graphic systems, with $11 billion in annual sales. ### EX-99.A35 13 PRESS RELEASE 1 Exhibit (a)(35) [ROCKWELL INTERNATIONAL CORPORATION LETTERHEAD] Rockwell and Reliance Electric Sign Merger Agreement Under Which Rockwell will Acquire Reliance for $1.6 Billion SEAL BEACH, Calif., (November 21, 1994) -- Rockwell International Corporation (NYSE:ROK) and Reliance Electric Company (NYSE:REE) today announced that they have entered into a definitive agreement under which Rockwell will acquire Reliance for $1.6 billion in cash. The acquisition of Reliance is the latest step in Rockwell's strategy to expand its leadership positions into high growth commercial and international markets. With the addition of Reliance, Rockwell will have sales of approximately $12.6 billion -- more than 70 percent derived from commercial markets. Approximately 30 percent of this sales volume, or roughly $3.5 billion will be generated from industrial automation markets. "The combination of Rockwell's Allen-Bradley factory automation business and Reliance will greatly enhance the ability of the combined U.S.-based entity to compete and win in the worldwide industrial automation market," said Donald R. Beall, Chairman and Chief Executive Officer of Rockwell. "This merger is a major step toward Rockwell's goal of becoming the world leader in its served factory automation markets," he added. -more- 2 John C. Morley, Reliance's President and Chief Executive Officer, said, "We are very pleased to have reached this agreement with Rockwell, and believe that $31 per share is a fair price and in the best interests of our shareholders. The combination of Reliance and Rockwell's Allen-Bradley unit will create a globally competitive entity in the electrical equipment industry. We appreciate the cooperation of General Signal and their Chairman and Chief Executive Officer, Ed Carpenter, in permitting Reliance to negotiate with Rockwell." Allen-Bradley, a Rockwell Automation business, based in Milwaukee, is a worldwide leader in programmable controllers and related automation control systems. Reliance Electric, based in Cleveland, is a leader in industrial motors and drive systems. Rockwell has core businesses in automation, avionics, aerospace, defense electronics, telecommunications, automotive components and graphic systems. Including Reliance's 14,000 employees, Rockwell would have 86,000 employees worldwide. The Board of Directors of Reliance Electric recommends that shareholders accept the amended Rockwell offer and tender their shares to Rockwell. The Reliance Board has paid General Signal a termination fee of $50 million plus an additional $5.15 million in expenses pursuant to the Reliance-General Signal agreement. Under the terms of the Rockwell-Reliance agreement, Rockwell will proceed with an all-cash tender offer for all shares of Reliance at a price of $31 per share of Class A Common Stock and an equivalent price for convertible shares. The offer has been extended until December 6, midnight (EST), and payment for shares tendered in proper form will be made promptly upon expiration of the tender offer. -2- 3 Donald R. Beall, Rockwell Chairman and Chief Executive Officer, said, "We appreciate the spirit of constructive cooperation that has marked our discussions with Reliance Electric over the past several days, and that has cleared the way for the successful completion of the Rockwell tender offer and the business combination of our two companies." "The combined businesses are going to be well-positioned to better capitalize on an important long-term technological trend in industrial automation -- the convergence of power and intelligent control functions," said Beall. "The combination also brings together complementary distribution channels for our products and services which will afford both businesses greater market access." "This merger will be of great benefit to customers, shareholders, and employees of our combined organizations," said Beall. Beall said the acquisition will be accretive to Rockwell earnings in the first full year of combined operations, and has the potential to increase significantly Rockwell's earnings in future years. Rockwell is a diversified, high-technology company with leadership market positions in automation, avionics, aerospace, defense electronics, telecommunications, automotive components, and graphic systems, with $11 billion in annual sales. ### -----END PRIVACY-ENHANCED MESSAGE-----