-----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, q6t45vFsiotGl4Kcbwm0fCuc+HVJeGVs1re5jnHnzVm9NN8kWN1vs6UD2uA5YW5k GNEhApQyV90knoolM25XTg== 0000950123-94-001904.txt : 19941121 0000950123-94-001904.hdr.sgml : 19941118 ACCESSION NUMBER: 0000950123-94-001904 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941117 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: 94560948 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. 7 TO SCHEDULE 14D-1 1 ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- SCHEDULE 14D-1 (AMENDMENT No. 7) 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. On November 17, 1994, Rockwell entered into a letter agreement with the Company and General Signal, a copy of which is attached as Exhibit (a)(21) hereto and is hereby incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. (f) On November 17, 1994, Rockwell issued a press release confirming the execution of the letter agreement referred to in Item 3 above. A copy of such press release is attached as (Page 2 of 5 Pages) 3 Exhibit (a)(22) hereto and is hereby incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(21) -- Letter agreement dated November 17, 1994 among Rockwell, the Company and General Signal. (a)(22) -- Press release issued by Rockwell on November 17, 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 17, 1994 (Page 4 of 5 Pages) 5 EXHIBIT INDEX
EXHIBIT SEQUENTIAL NO. DESCRIPTION PAGE NUMBER ------- ----------- ----------- (a)(21) -- Letter agreement dated November 17, 1994 among Rockwell, the Company and General Signal. (a)(22) -- Press release issued by Rockwell on November 17, 1994.
(Page 5 of 5 Pages) EX-99.A21 2 LETTER AGREEMENT DATED NOVEMBER 17, 1994 1 Exhibit (a)(21) General Signal Corporation One High Ridge Park Stamford, CT 06904 Reliance Electric Company 6065 Parkland Boulevard Cleveland, OH 44124 November 17, 1994 Gentlemen: By this letter, you agree with us to amend the Agreement and Plan of Merger by and between Reliance Electric Company ("Reliance") and General Signal Corporation ("General Signal") dated as of August 30, 1994 (the "Merger Agreement") as follows: (i) Reliance shall be entitled, after Rockwell International Corporation ("Rockwell") has indicated its acceptance of the terms hereof by executing a copy of this agreement and returning it to us, to furnish or disclose non-public information to, and negotiate, explore or otherwise communicate with, Rockwell and its legal and financial advisors regarding Rockwell's cash tender offer for shares of Reliance or other possible business combination between Reliance and Rockwell from the time of execution of this letter agreement until noon Eastern Standard Time on November 21, 1994 ("Grace Period Actions") and such Grace Period Actions shall not constitute a breach of the Merger Agreement or entitle General Signal to terminate the Merger Agreement pursuant to Section 9.02 thereof or receive any payment pursuant to Section 9.05 thereof; (ii) in the event that Reliance and Rockwell come to an arrangement for a business combination between Reliance and Rockwell on or before noon Eastern Standard Time on November 21, 1994, clause (i) hereof shall be of no further force and effect and General Signal and Reliance agree that the Merger Agreement shall be terminated pursuant to Sections 9.02(c) and (d) thereof, effective upon Reliance's payment by wire transfer in immediately available funds to the account of General Signal at Chase Manhattan Bank, N.A., New York, N.Y., (Account Number: 035-1-78688; ABA Number: 021-000-021) (a) $50 million, (b) $5 million with respect to General Signal's expenses directly related to the Merger Agreement and the transactions contemplated thereby, and (c) $150,000 with respect to expenses payable to General Signal by Reliance pursuant to Section 4.12 of the Merger Agreement and General Signal shall be entitled to no further payments pursuant to the Merger Agreement; (iii) upon payment of the amounts specified in clause (ii) and the effectiveness of any termination of the Merger Agreement pursuant to 2 clause (ii) hereof, the mutual release set forth as Annex A hereto shall become effective; and (iv) if Reliance and Rockwell do not come to an arrangement for a business combination between Reliance and Rockwell on or before noon Eastern Standard Time on November 21, 1994 the Merger Agreement shall remain in full force and effect and no breach or right of termination shall have occurred thereunder as a result of actions taken in compliance with clause (i) hereof. In the event that (a) the Merger Agreement is terminated pursuant to clause (ii) hereof and the arrangement for a business combination between Reliance and Rockwell is terminated (other than to permit Reliance to enter into a business combination with a third party) on or prior to April 1, 1995 and not reinstated, and (b) Rockwell has neither purchased shares of Reliance capital stock pursuant to a tender offer nor otherwise effected a business combination involving Reliance or its subsidiaries, General Signal and Reliance within three business days after termination of the arrangement with Rockwell shall re-execute the Merger Agreement with the new representations and warranties being made as of the date of such re-execution and on and subject to the same terms and conditions as if the Merger Agreement had never terminated. Simultaneously with such re-execution General Signal shall repay to Reliance $55 million in immediately available funds. Please indicate your agreement to the foregoing by executing this letter in the space below. Very truly yours, GENERAL SIGNAL CORPORATION By: /s/ Edgar J. Smith, Jr. ----------------------- Name: Edgar J. Smith, Jr. Title: Vice President, General Counsel and Secretary Accepted and agreed: Accepted and agreed: RELIANCE ELECTRIC COMPANY ROCKWELL INTERNATIONAL CORPORATION By: /s/ John C. Morley By: /s/ Charles H. Harff ------------------- ----------------------- Name: John C. Morley Name: Charles H. Harff Title: President/CEO Title: Senior Vice President and Special Counsel 3 Annex A MUTUAL RELEASE WHEREAS, General Signal Corporation, a New York corporation ("General Signal"), and Reliance Electric Company, a Delaware corporation ("Reliance"), are parties to an Agreement and Plan of Merger By and Between Reliance Electric Company and General Signal Corporation dated August 30, 1994 (the "Merger Agreement"); and WHEREAS, Rockwell International Corporation, a Delaware corporation, ("Rockwell") through a wholly-owned subsidiary has commenced a tender offer to purchase all the outstanding capital stock and related preferred stock purchase rights of Reliance (the "Tender Offer"); and WHEREAS, General Signal, Reliance and Rockwell have entered into a letter agreement (the "Letter Agreement") dated November 16, 1994; and WHEREAS, General Signal and Reliance wish to resolve any actual or potential controversies or disputes between them arising out of or relating to the Merger Agreement if the Merger Agreement is terminated in accordance with the terms of clause (ii) of the Letter Agreement: NOW, THEREFORE, 1. In consideration of the release of General Signal by Reliance and Rockwell contained herein, (i) General Signal for itself, its predecessors, successors and assigns (ii) does hereby remise, release and forever discharge and covenant not to sue (iii) Reliance and Rockwell and each's corporate predecessors, successors, subsidiaries, affiliates, parents and divisions, as well as the present and former officers, partners, directors, advisory directors, employees, agents, stockholders, servants, advisers (including without limitation, financial advisors) and attorneys of the foregoing and their heirs, executors, administrators, and representatives (collectively, the "Reliance/Rockwell Releasees"), (iv) of and from all manner of actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, rights, claims, and demands whatsoever, in law, in admiralty, or in equity, whether known or unknown, suspected or unsuspected, (v) which against the Reliance/Rockwell Releasees, or any of them, General Signal or General Signal's predecessors, successors, or assigns or any of the present or former officers, directors, employees, agents, servants, advisers (including without limitation, financial advisors) or attorneys of the foregoing, or any of their heirs, executors, administrators, representatives, 4 successors or assigns, acting in any capacity, ever had or now has or hereafter can, shall, or may have, (vi) arising out of or relating to the Merger Agreement (including without limitation the negotiation, execution, amendment or termination of the Merger Agreement) or the Tender Offer or the transactions contemplated thereby (including any claim for tortious interference with the Merger Agreement or the transactions contemplated thereby), (vii) subject to the exception provided in Paragraph 3 of this Mutual Release). 2. In consideration of the release of Reliance and Rockwell by General Signal contained herein, (i) Reliance and Rockwell each for itself, its predecessors, successors and assigns (ii) does hereby remise, release and forever discharge and covenant not to sue (iii) General Signal and its corporate predecessors, successors, subsidiaries, affiliates, parents and divisions, as well as the present and former officers, partners, directors, advisory directors, employees, agents, stockholders, servants, advisors (including, without limitation, financial advisors) and attorneys of the foregoing and their heirs, executors, administrators, and representatives (collectively, the "General Signal Releasees"), (iv) of and from all manner of actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, tresspasses, damages, judgments, executions, rights, claims, and demands whatsoever, in law, in admiralty, or in equity, whether known or unknown, suspected or unsuspected, (v) which against the General Signal Releasees, or any of them, Reliance or Rockwell or each's predecessors, successors, or assigns or any of the present or former officers, directors, employees, agents, servants, advisers (including, without limitation, financial advisors) or attorneys of the foregoing, or any of their heirs, executors, administrators, representatives, successors or assigns, acting in any capacity, ever had or now has or hereafter can, shall, or may have, (vi) arising out of or relating to the Merger Agreement (including without limitation the negotiation, execution, amendment or termination of the Merger Agreement) or the Tender Offer (or the transactions contemplated thereby) 3. Nothing in this Mutual Release shall affect General Signal's rights or claims to payments from Reliance pursuant to clause (ii) of the Letter Agreement or the rights of Reliance and General Signal pursuant to the penultimate paragraph of the Letter Agreement. 4. This Mutual Release shall inure to the benefit of and shall be binding upon the heirs, executors, administrators and successors of General Signal, the General Signal Releasees, Reliance and Rockwell and the Reliance/Rockwell Releasees. 5 5. This Mutual Release shall be governed and construed in accordance with the substantive law of the State of New York without regard to principles of choice or conflict of laws. 6. The person who enters into and executes this Mutual Release on behalf of General Signal warrants and represents that he or she has been duly authorized by General Signal to do so. The person who enters into and executes this Mutual Release on behalf of Reliance warrants and represents that he or she has been duly authorized by Reliance to do so. The person who enters into and executes this Mutual Release on behalf of Rockwell warrants and represents that he or she has been duly authorized by Rockwell to do so. 7. This Mutual Release may be modified only by a writing signed by the Releasees. 8. This Mutual Release shall only be effective after the Merger Agreement has been terminated in accordance with the terms of clause (iii) of the Letter Agreement. IN WITNESS WHEREOF, General Signal, Reliance and Rockwell have executed this Mutual Release by their duly authorized officers as of the 16th day of November 1994. GENERAL SIGNAL CORPORATION RELIANCE ELECTRIC COMPANY By: /s/ Edgar J. Smith, Jr. By: /s/ John C. Morley ------------------------ ------------------ Name: Edgar J. Smith, Jr. Name: John C. Morley Title: Vice President, Title: President/CEO General Counsel and Secretary ROCKWELL INTERNATIONAL CORPORATION By: /s/ Charles H. Harff ----------------------------- Name: Charles H. Harff Title: Senior Vice President and Special Counsel EX-99.A22 3 PRESS RELEASE ISSUED BY ROCKWELL ON 11/17/94 1 Exhibit (a)(22) [ROCKWELL INTERNATIONAL CORPORATION LETTERHEAD] Contact: Mary Lou Kromer (310) 797-5819 ROCKWELL AND RELIANCE ELECTRIC TO HOLD DISCUSSIONS ON ROCKWELL'S $30 PER SHARE OFFER SEAL BEACH, Calif. (November 17, 1994) -- Rockwell International Corporation (NYSE: ROK) confirmed today that it has entered into a letter agreement with Reliance Electric Company and General Signal Corporation, pursuant to which Rockwell and Reliance may hold discussions until noon on Monday, November 21, with respect to a possible business combination between Rockwell and Reliance. In the event Rockwell and Reliance reach an agreement by noon on Monday, the merger agreement between Reliance and General Signal will be terminated upon the payment to General Signal by Reliance of a fee of $50 million plus an additional $5.15 million in expenses. Donald R. Beall, Chairman and Chief Executive Officer of Rockwell, said, "We are pleased that Reliance is now ready to commence discussions with us on our $30 per share offer. As we said, our very fair and full-priced offer is in the best interests of Reliance and its shareowners. We hope that we can reach agreement with Reliance quickly so that there will be a minimum of delay in Reliance's shareowners receiving $30 in cash for each of their shares." Rockwell 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----