-----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, A+RSMBYy+zKA1R31mhvXXCFbNzO1EZDg2pYKQiocOFXsRKp+bsQILApatqzN7bgZ IlWqzgd/95cbI1HUI7lBow== 0000950123-94-001779.txt : 19941107 0000950123-94-001779.hdr.sgml : 19941107 ACCESSION NUMBER: 0000950123-94-001779 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941104 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: 94557621 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 #1 TO SC 14D-1 1 _______________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE 14D-1 (Amendment No. 1) Tender Offer Statement Pursuant To Section 14(d)(1) of the Securities Exchange Act of 1934 RELIANCE ELECTRIC COMPANY (NAME OF SUBJECT COMPANY) ROCKWELL INTERNATIONAL CORPORATION ROK ACQUISITION CORPORATION (BIDDER) CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE (INCLUDING THE ASSOCIATED SERIES A PREFERRED STOCK PURCHASE RIGHTS) (TITLE OF CLASS OF SECURITIES) 759458102 (CUSIP NUMBER OF CLASS OF SECURITIES) William J. Calise, Jr., Esq. Senior Vice President, General Counsel & Secretary Rockwell International Corporation 625 Liberty Avenue Pittsburgh, Pennsylvania 15222-3123 (412) 565-2905 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) Copies to: Martin Lipton, Esq. Peter R. Kolyer, Esq. Wachtell, Lipton, Rosen & Katz Chadbourne & Parke 51 West 52nd Street 30 Rockefeller Plaza New York, New York 10019 New York, New York 10112 (212) 403-1000 (212) 408-5100 _______________________________________________________ (Page 1 of 5 Pages) 2 This Statement amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange Commission (the "Commission") on October 21, 1994 by Rockwell International Corporation, a Delaware corporation ("Rockwell"), and ROK Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Rockwell, and relates to a tender offer to purchase (i) all of the outstanding shares of Class A Common Stock, par value $.01 per share (the "Class A Shares"), of Reliance Electric Company, a Delaware corporation (the "Company"), and the associated Series A preferred stock purchase rights (the "Class A Rights") issued pursuant to the Rights Agreement (as defined in the Offer to Purchase) at a purchase price of $30.00 per Class A Share (and associated Class A Right), net to the seller in cash, without interest thereon, (ii) all of the outstanding shares of Class B Common Stock, par value $.01 per share (the "Class B Shares"), of the Company and the associated Series B preferred stock purchase rights (the "Class B Rights") issued pursuant to the Rights Agreement at a purchase price of $30.00 per Class B Share (and associated Class B Right), net to the seller in cash, without interest thereon and (iii) all of the outstanding shares of Class C Common Stock, par value $.01 per share (the "Class C Shares"), of the Company and the associated Series C preferred stock purchase rights (the "Class C Rights") issued pursuant to the Rights Agreement at a purchase price of $81.24 per Class C Share (and associated Class C Right), net to the seller in cash, without interest thereon, in each case upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 21, 1994 (the "Offer to Purchase") and the related Letters of Transmittal (which together constitute the "Offer"), which were annexed to and filed with the Schedule 14D-1 as Exhibits (a)(1) to (a)(4). Only the Class A Shares and the Class A Rights are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Offer to Purchase and the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION. (f) On November 3, 1994, Rockwell issued a press release in response to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Commission on November 3, 1994. A copy of the press release is attached as Exhibit (a)(12) hereto and is hereby incorporated herein by reference. (Page 2 of 5 Pages) 3 ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) -- Offer to Purchase, dated October 21, 1994.* (a)(2) -- Class A Letter of Transmittal.* (a)(3) -- Class B Letter of Transmittal.* (a)(4) -- Class C Letter of Transmittal.* (a)(5) -- Notice of Guaranteed Delivery.* (a)(6) -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(7) -- Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(8) -- Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(9) -- Press release issued by Rockwell on October 20, 1994.* (a)(10) -- Form of Summary Advertisement, dated October 21, 1994.* (a)(11) -- Press release issued by Rockwell on October 21, 1994.* (a)(12) -- Press release issued by Rockwell on November 3, 1994. (b) -- Not applicable. (c) -- Not applicable. (d) -- Not applicable. (e) -- Not applicable. (f) -- Not applicable. - -------------------------- * Previously filed. (Page 3 of 5 Pages) 4 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 4, 1994 (Page 4 of 5 Pages) 5 EXHIBIT INDEX EXHIBIT SEQUENTIAL NO. DESCRIPTION PAGE NUMBER - ----- ----------- ----------- (a)(1) -- Offer to Purchase, dated October 21, 1994.* (a)(2) -- Class A Letter of Transmittal.* (a)(3) -- Class B Letter of Transmittal.* (a)(4) -- Class C Letter of Transmittal.* (a)(5) -- Notice of Guaranteed Delivery.* (a)(6) -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(7) -- Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(8) -- Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(9) -- Press release issued by Rockwell on October 20, 1994.* (a)(10) -- Form of Summary Advertisement, dated October 21, 1994.* (a)(11) -- Press release issued by Rockwell on October 21, 1994.* (a)(12) -- Press release issued by Rockwell on November 3, 1994. (b) -- Not applicable. (c) -- Not applicable. (d) -- Not applicable. (e) -- Not applicable. (f) -- Not applicable. - -------------------------- * Previously filed. (Page 5 of 5 Pages) EX-99.A12 2 PRESS RELEASE DATED 11/3/94 1 Exhibit (a)(12) CONTACT: MARY LOU KROMER 310-797-5819 ROCKWELL RESPONDS TO RELIANCE STATEMENT SEAL BEACH, Calif. (November 3, 1994) -- In response to the Reliance Electric Company statement today that its Board of Directors is not taking a position with respect to the $30 per share cash tender offer by Rockwell International Corporation (NYSE: ROK), Rockwell said that it is clear that it has made the best offer for the Reliance shareholders. "We intend to purchase Reliance, and we believe that the best interests of its shareholders will be served by Reliance entering a merger agreement with us immediately," said Donald R. Beall, Chairman and CEO of Rockwell. "We believe there are no uncertainties or contingencies in our offer that Reliance cannot resolve. We are prepared to enter into a merger agreement with Reliance now," said Beall. Rockwell International is a diversified, high-technology company holding leadership market positions in automation, avionics, aerospace, defense electronics, telecommunications, automotive components and graphics systems, with annual worldwide sales of $11 billion. ## -----END PRIVACY-ENHANCED MESSAGE-----