-----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, gPMbYtobkmL6stwIXICUPUNP6Cknoa+iQ4Xon+BWPAmdGgP1czs4qYkWbrnRfGLa RrXu6SDv/8tqH7+JapVHLw== 0000950123-94-001786.txt : 19941108 0000950123-94-001786.hdr.sgml : 19941108 ACCESSION NUMBER: 0000950123-94-001786 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941107 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: 94557816 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. 2 TO SCHEDULE 14D-1 1 ======================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 14D-1 (AMENDMENT NO. 2) 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 6 Pages) 2 This Statement amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission (the "Commission") on October 21, 1994, as previously amended and supplemented (the "Schedule 14D-1"), by Rockwell International Corporation, a Delaware corporation ("Rockwell"), and ROK Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Rockwell (the "Purchaser"), and relates to a tender offer to purchase (i) all of the outstanding shares of Class A Common Stock, par value $.01 per share (the "Class A Shares"), of Reliance Electric Company, a Delaware corporation (the "Company"), and the associated Series A preferred stock purchase rights (the "Class A Rights") issued pursuant to the Rights Agreement (as defined in the Offer to Purchase) at a purchase price of $30.00 per Class A Share (and associated Class A Right), net to the seller in cash, without interest thereon, (ii) all of the outstanding shares of Class B Common Stock, par value $.01 per share (the "Class B Shares"), of the Company and the associated Series B preferred stock purchase rights (the "Class B Rights") issued pursuant to the Rights Agreement at a purchase price of $30.00 per Class B Share (and associated Class B Right), net to the seller in cash, without interest thereon and (iii) all of the outstanding shares of Class C Common Stock, par value $.01 per share (the "Class C Shares"), of the Company and the associated Series C preferred stock purchase rights (the "Class C Rights") issued pursuant to the Rights Agreement at a purchase price of $81.24 per Class C Share (and associated Class C Right), net to the seller in cash, without interest thereon, in each case upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 21, 1994 (the "Offer to Purchase") and the related Letters of Transmittal (which together constitute the "Offer"), which were annexed to and filed with the Schedule 14D-1 as Exhibits (a)(1) to (a)(4). Only the Class A Shares and the Class A Rights are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase and the Schedule 14D-1. ITEM 2. IDENTITY AND BACKGROUND. 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. (Page 2 of 6 Pages) 3 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 Offer), Mr. Harff was Senior Vice President, General Counsel and Secretary of Rockwell, Mr. Calise was a partner of the law firm of Chadbourne & Parke in New York and Mr. Stocker was Vice President and Associate General Counsel of Rockwell. To the best knowledge of Rockwell and the Purchaser, none of such persons, since the date which is five years prior to the Offer, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. 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. John J. Creedon, a director of Rockwell, is also a director of Metropolitan Life Insurance Company. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. On November 7, 1994, Rockwell sent a letter to the Company, a copy of which is attached hereto as Exhibit (a)(13) and is hereby incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. (b)-(c), (f) The 15-calendar-day waiting period applicable to the Offer and the Proposed Rockwell Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), has expired without the Federal Trade Commission or the Antitrust Division of the Department of Justice requesting additional information or documentary material from the Purchaser. Such expiration was a condition to the Offer, and such condition has now been satisfied. On November 7, 1994, Rockwell issued a press release, among other things, announcing the expiration of the waiting period under the HSR Act with respect to the Offer and the Proposed Rockwell Merger and the transmittal of the letter from Rockwell to the Company referred to in Item 3 above. A copy of such press (Page 3 of 6 Pages) 4 release is attached as Exhibit (a)(14) hereto and is hereby incorporated herein by reference and the foregoing description of such press release is qualified in its entirety by reference to such exhibit. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(13) -- Letter dated November 7, 1994 from Rockwell to the Company. (a)(14) -- Press release issued by Rockwell on November 7, 1994. (Page 4 of 6 Pages) 5 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 7, 1994 (Page 5 of 6 Pages) 6 EXHIBIT INDEX
EXHIBIT SEQUENTIAL NO. DESCRIPTION PAGE NUMBER - ------- ----------- ----------- (a)(13) -- Letter dated November 7, 1994 from Rockwell to the Company. (a)(14) -- Press release issued by Rockwell on November 7, 1994.
(Page 6 of 6 Pages) EX-99.A13 2 LETTER FROM ROCKWELL TO THE COMPANY - 11-7-94 1 Exhibit (a)(13) ROCKWELL INTERNATIONAL CORPORATION LETTERHEAD November 7, 1994 Mr. H. Virgil Sherrill Chairman of the Board and Mr. John C. Morley President and Chief Executive Officer Reliance Electric Company 6065 Parkland Boulevard Cleveland, Ohio 44124 Gentlemen: 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 EX-99.A14 3 PRESS RELEASE ISSUED BY ROCKWELL - 11-7-94 1 Exhibit (a)(14) ROCKWELL INTERNATIONAL CORPORATION LETTERHEAD Contact: Mary Lou Kromer 310-797-5819 ROCKWELL CONFIRMS ANTITRUST CLEARANCE FOR RELIANCE ACQUISITION SEAL BEACH, Calif. (November 7, 1994) -- Rockwell International Corporation (NYSE:ROK) confirmed today that there are no remaining U.S. regulatory antitrust approvals required for the completion of its $30 per share cash tender offer for all outstanding stock of Reliance Electric Company. Donald R. Beall, Chairman and Chief Executive Officer of Rockwell, said: "We intend to acquire Reliance and are prepared to enter into a merger agreement immediately. The Reliance shareowners, customers and employees will be best served if Reliance promptly supports our very fair and full cash offer." "There are now no conditions or uncertainties in our offer that Reliance cannot resolve," Beall added. "We urge the Reliance Board to redeem its poison pill and to work with us promptly to complete our acquisition." Rockwell advised that it had today delivered the following letter to Reliance: 2 November 7, 1994 Mr. H. Virgil Sherrill Chairman of the Board and Mr. John C. Morley President and Chief Executive Officer Reliance Electric Company 6065 Parkland Boulevard Cleveland, Ohio 44124 Gentlemen: 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, /signed/ Donald R. Beall 2 3 # # # # Rockwell International is a diversified, high-technology company holding leadership market positions in automation, avionics, aerospace, defense electronics, telecommunications, automotive components and graphic systems, with annual worldwide sales of $11 billion. # # # # 3 -----END PRIVACY-ENHANCED MESSAGE-----