-----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, Hyy0Gec7LwWhDyri0L2FK0Ca/aj4mcw5tSDno5zmz1wiftx5AKFHSLCAjwIuN4Tq +bE2AjYR1yxgtieQzYzhzQ== 0000950123-94-001836.txt : 19941111 0000950123-94-001836.hdr.sgml : 19941111 ACCESSION NUMBER: 0000950123-94-001836 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941110 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: 94558886 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. 4 TO SCHEDULE 14D-1 1 _______________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ SCHEDULE 14D-1 (AMENDMENT NO. 4) 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 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 10. ADDITIONAL INFORMATION. (f) On November 10, 1994, Martin Lipton of the firm of Wachtell, Lipton, Rosen & Katz, co-counsel to Rockwell and the Purchaser in connection with the Offer, sent a letter to the Company's general counsel and its outside counsel. A copy of such letter is attached as Exhibit (a)(16) hereto and is hereby incorporated herein by reference. (Page 2 of 5 Pages) 3 ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(16) -- Letter sent by Martin Lipton of the firm of Wachtell, Lipton, Rosen & Katz, co-counsel to Rockwell and the Purchaser in connection with the Offer, to the Company's general counsel and its outside counsel on November 10, 1994. (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 10, 1994 (Page 4 of 5 Pages) 5 EXHIBIT INDEX
EXHIBIT SEQUENTIAL NO. DESCRIPTION PAGE NUMBER - ------- ----------- ----------- (a)(16) -- Letter sent by Martin Lipton of the firm of Wachtell, Lipton, Rosen & Katz, co-counsel to Rockwell and the Purchaser in connection with the Offer, to the Company's general counsel and its outside counsel on November 10, 1994.
(Page 5 of 5 Pages) EX-99.A16 2 LETTER FROM WACHTELL, LIPTON, ROSEN & KATZ 1 Exhibit (a)(16) [WACHTELL, LIPTON, ROSEN & KATZ LETTERHEAD] November 10, 1994 William R. Norton, Esq. Vice President, General Counsel and Secretary Reliance Electric Company 6065 Parkland Boulevard Cleveland, Ohio 44124 Michael L. Miller, Esq. Calfee, Halter & Griswold 800 Superior Avenue, Suite 1800 Cleveland, Ohio 44114 Joseph B. Frumkin, Esq. Sullivan & Cromwell 125 Broad Street New York, New York 10004 Gentlemen: As you know, the waiting period under the Hart-Scott-Rodino Act has expired with respect to Rockwell International Corporation's $30 per share all-cash tender offer for all the shares of Reliance Electric Company. Accordingly, the only material conditions now remaining to the Rockwell offer are conditions within the power of Reliance to satisfy. Notwithstanding the fact that the Reliance Board of Directors has not opposed the Rockwell offer, Reliance has refused to discuss the Rockwell offer with Rockwell and has provided no information to Rockwell. As the basis for its position, the Reliance Board cites unspecified "uncertainties" with respect to the Rockwell offer, and the "risk to Reliance" of taking any step that might result in the termination of the merger agreement between Reliance and General Signal Corporation and the payment by Reliance of the $50 million break-up fee required under Section 9.05(b) of the merger agreement. 2 Messrs. Norton, Miller and Frumkin November 10, 1994 Page Two Under Delaware law, the Reliance Board has a duty to inform itself with respect to the Rockwell offer. The Delaware Supreme Court, most recently in the case of Paramount Communications Inc. v. QVC Network Inc., has made absolutely clear that a Delaware company's board of directors has a fiduciary duty to inform itself with respect to a tender offer and that contractual no-shop or termination fee provisions that interfere with that duty are simply invalid. Accordingly, Reliance's (and apparently General Signal's) interpretation of Section 9.05(b) as preventing Reliance from discussing the Rockwell offer with and providing information to Rockwell renders that Section illegal and invalid under Delaware law. Reliance and General Signal cannot contract away the rights of the Reliance stockholders to the loyalty of the Reliance Board of Directors. While it is not clear what "uncertainties" Reliance now finds in the Rockwell offer, we are quite certain that any concerns Reliance might have could be resolved quickly through discussion and negotiation with Rockwell. We believe that it is incumbent upon both Reliance and General Signal not to use Section 9.05(b) as a bar to discussions between Rockwell and Reliance. Accordingly, we reiterate Rockwell's request that Reliance commence discussions with Rockwell immediately with respect to the Rockwell offer. As stated above, any effort by General Signal to require payment of the Section 9.05(b) termination fee as a result of such discussions would make that Section invalid under Delaware law, and any concurrence by Reliance in General Signal's position would be a breach of Reliance's duties to its stockholders. We also call your attention to Section 4.15 of the merger agreement with General Signal, which requires Reliance to retain its Rights Plan as a barrier to the Rockwell offer (or any other offer) regardless of whether the fiduciary duties of the Reliance Board require that the Rights be redeemed. Because directors of a Delaware company may not legally contract away their fiduciary duties, any effort to use Section 4.15 as the basis for retaining the Reliance Rights Plan as an impediment to the Rockwell offer is also clearly invalid under Delaware law. We look forward to hearing from you promptly. Very truly yours, /s/ Martin Lipton Martin Lipton -----END PRIVACY-ENHANCED MESSAGE-----