0000950123-95-002213.txt : 19950811 0000950123-95-002213.hdr.sgml : 19950811 ACCESSION NUMBER: 0000950123-95-002213 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950810 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKWELL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000084636 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 951054708 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61723 FILM NUMBER: 95560616 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 S-3 1 ROCKWELL INTERNATIONAL CORPORATION 1 REGISTRATION NO. 33- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------ ROCKWELL INTERNATIONAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-1054708 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION)
------------------ 2201 SEAL BEACH BOULEVARD SEAL BEACH, CALIFORNIA 90740-8250 (412) 565-4090 (Office of the Secretary) (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE) ------------------ WILLIAM J. CALISE, JR., ESQ. PETER R. KOLYER, ESQ. Senior Vice President, Chadbourne & Parke LLP General Counsel and Secretary 30 Rockefeller Plaza Rockwell International Corporation New York, New York 10112 625 Liberty Avenue (212) 408-5100 Pittsburgh, Pennsylvania 15222-3123 (412) 565-2905 (NAMES, ADDRESSES, INCLUDING ZIP CODE, AND TELEPHONE NUMBERS, INCLUDING AREA CODE, OF AGENTS FOR SERVICE) ------------------ Copy to: WILLIAM P. ROGERS, JR., ESQ. Cravath, Swaine & Moore 825 Eighth Avenue New York, New York 10019-7475 (212) 474-1270 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective. ------------------ IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. / / IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. /X/ IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. / / IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. / / IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434, PLEASE CHECK THE FOLLOWING BOX. / / ------------------ CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE ---------------------------------------------------------------------------------------------------------------- Debt Securities............................... $300,000,000 100%* $300,000,000* $103,449 ---------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------
* Estimated solely for purposes of calculating the Registration Fee pursuant to paragraph (o) of Securities Act Rule 457. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED AUGUST 10, 1995 PROSPECTUS ROCKWELL INTERNATIONAL CORPORATION DEBT SECURITIES ------------------ Rockwell International Corporation (the Company) intends to offer from time to time up to $300,000,000 aggregate principal amount of its debt securities of one or more series (the Debt Securities) on terms to be determined at the time of sale. The specific designation, aggregate principal amount, authorized denominations, purchase price, maturity, rate and time of payment of interest, any redemption terms or other specific terms and any listing on a securities exchange of the series of Debt Securities in respect of which this Prospectus is being delivered (Offered Debt Securities) are set forth in the accompanying Prospectus Supplement, together with the terms of offering of the Offered Debt Securities. ------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------ The Debt Securities will be sold directly, through agents designated from time to time or through underwriters or dealers. If any agents of the Company or any underwriters are involved in the sale of the Offered Debt Securities in respect of which this Prospectus is being delivered, the names of such agents or underwriters and any applicable commissions or discounts are set forth in the Prospectus Supplement. The net proceeds to the Company from such sale are also set forth in the Prospectus Supplement. ------------------ THE DATE OF THIS PROSPECTUS IS , 1995. 3 DOCUMENTS INCORPORATED BY REFERENCE The following documents, which are on file (file number 1-1035) with the Securities and Exchange Commission (the Commission), are incorporated herein by reference and made a part hereof: (a) The Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1994; (b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1994, March 31, 1995 and June 30, 1995; and (c) The Company's Current Reports on Form 8-K dated December 21, 1994, February 23, 1995 and June 14, 1995. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), subsequent to the date of this Prospectus and prior to the termination of the offering of the Debt Securities hereunder shall be deemed to be incorporated herein by reference and shall be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the information incorporated by reference in the Registration Statement of which this Prospectus is a part (not including exhibits to such information unless such exhibits are specifically incorporated by reference into such information). Such request should be directed to Mr. T. J. Joyce, Vice President, Investor Relations, Rockwell International Corporation, 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3123 (telephone number (412) 565-7436). AVAILABLE INFORMATION The Company is subject to the informational requirements of the Exchange Act, and in accordance therewith files reports, proxy statements and other information relating to its business, financial condition and other matters with the Commission. This Prospectus contains information concerning the Company but does not contain all of the information set forth in the Registration Statement and exhibits thereto, or amendments thereto, which the Company has filed or may file with the Commission under the Securities Act of 1933, as amended (the Securities Act). Such reports, proxy statements, Registration Statement and exhibits and other information filed by the Company can be inspected and copied at the public reference facilities of the Commission at the Commission's office at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: 7 World Trade Center, Suite 1300, New York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material may also be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Certain securities of the Company are listed on the New York, Boston, Chicago, Pacific and Philadelphia Stock Exchanges. Reports, proxy statements and other information concerning the Company can be inspected at such exchanges. ------------------ IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS, IF ANY, MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE DEBT SECURITIES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. 2 4 THE COMPANY The Company is a diversified corporation engaged in research, development and manufacture of many products for commercial and government markets. In fiscal 1994, 65% of the Company's total sales were made to U.S. commercial and international customers, 20% of the Company's total sales were made under United States Government defense contracts and subcontracts, and 15% of the Company's total sales were made under contracts with the National Aeronautics and Space Administration for space activities. As used herein the term "the Company" includes subsidiaries and predecessors unless the context indicates otherwise. The Company 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. Automotive--components and systems for heavy- and medium-duty trucks, buses, trailers and heavy-duty off-highway vehicles (Heavy Vehicle Systems); and components and systems for light trucks and passenger cars (Light Vehicle Systems). Graphic Systems--high-speed printing presses and related graphic arts equipment. The Company, a Delaware corporation organized in 1928, has its principal executive offices at 2201 Seal Beach Boulevard, Seal Beach, California 90740-8250 (telephone number (412) 565-4090 (Office of the Secretary)). RECENT DEVELOPMENTS On January 27, 1995 the Company completed its acquisition of Reliance Electric Company (Reliance), a major manufacturer of industrial products and telecommunications equipment with annual sales of $1.7 billion. The aggregate purchase price for Reliance was approximately $1.6 billion. On August 1, 1995, the Company sold Reliance's telecommunications business, which has annual sales of approximately $460 million, to an affiliate of Kohlberg Kravis Roberts & Co. for a total cash purchase price of approximately $475 million. The proceeds of the sale were applied to repay commercial paper notes of the Company, the proceeds of which were applied toward the purchase price for Reliance. Certain financial information regarding Reliance and certain unaudited pro forma financial information in respect of the Company and Reliance is included in the Company's Current Report on Form 8-K dated December 21, 1994 and in the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1994 and June 30, 1995, each of which is incorporated herein by reference. USE OF PROCEEDS Except as may otherwise be set forth in the Prospectus Supplement, the net proceeds to be received by the Company from the sale of the Debt Securities offered hereby will be added to the Company's general funds which will be available for general corporate purposes. Pending application of the funds, the Company will use the net proceeds of the Debt Securities for short-term investments. 3 5 SELECTED FINANCIAL INFORMATION The following summary of financial information of the Company and its subsidiaries was excerpted or derived from, and should be read in conjunction with, the financial statements and other information and data incorporated by reference or contained in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1994 and in the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 1995 and 1994. Certain prior year amounts have been reclassified to conform to current year presentation. The balance sheet data at June 30, 1995 include assets acquired and liabilities assumed in the Reliance acquisition. The income statement data for the nine months ended June 30, 1995 include the results of operations of Reliance (exclusive of its telecommunications business) commencing January 1, 1995. Information as of June 30, 1995 and 1994 and for the nine-month periods then ended is unaudited, but in the opinion of management of the Company, contains all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations for such interim periods. The results of operations for the nine-month period ended June 30, 1995 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 1995.
NINE MONTHS ENDED JUNE 30, FISCAL YEAR ENDED SEPTEMBER 30, ---------------------- ------------------------------------------------------------- 1995 1994 1994 1993 1992 1991 1990 --------- -------- -------- -------- --------- -------- -------- (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) INCOME STATEMENT DATA: Sales: Electronics Automation..................... $ 2,575 $ 1,518 $ 2,085 $ 1,716 $ 1,471 $ 1,387 $ 1,418 Avionics/Telecom/Defense....... 2,165 2,199 2,930 2,950 3,149 3,258 3,089 --------- -------- -------- -------- --------- -------- -------- Total Electronics.......... 4,740 3,717 5,015 4,666 4,620 4,645 4,507 Aerospace........................ 1,794 1,917 2,627 3,006 3,169 3,535 3,781 Automotive....................... 2,374 1,976 2,644 2,348 2,269 2,154 2,340 Graphic Systems.................. 528 456 655 632 688 962 967 --------- -------- -------- -------- --------- -------- -------- Sales of Ongoing Businesses...... 9,436 8,066 10,941 10,652 10,746 11,296 11,595 Divested businesses(1)........... 169 182 188 164 631 784 --------- -------- -------- -------- --------- -------- -------- Total...................... $ 9,436 $ 8,235 $ 11,123 $ 10,840 $ 10,910 $ 11,927 $ 12,379 ======== ======= ======= ======= ======== ======= ======= Operating Earnings: Electronics Automation(2).................. $ 368.7 $ 199.3 $ 264.8 $ 193.3 $ 101.8 $ 96.6 $ 106.6 Avionics/Telecom/Defense....... 280.3 322.2 423.2 404.8 383.6 451.1 427.5 --------- -------- -------- -------- --------- -------- -------- Total Electronics.......... 649.0 521.5 688.0 598.1 485.4 547.7 534.1 Aerospace........................ 255.3 263.2 372.2 369.2 327.9 408.9 446.9 Automotive....................... 170.4 108.7 113.7 134.5 106.7 60.9 129.2 Graphic Systems(3)............... 51.3 23.8 31.2 14.8 21.5 121.0 118.6 --------- -------- -------- -------- --------- -------- -------- Operating Earnings of Ongoing Businesses..................... 1,126.0 917.2 1,205.1 1,116.6 941.5 1,138.5 1,228.8 Divested Businesses(1)........... 6.3 17.1 (8.4) 19.3 376.8 54.2 Restructuring of Businesses(4)... (271.5) --------- -------- -------- -------- --------- -------- -------- Total...................... $ 1,126.0 $ 923.5 $1,222.2 $1,108.2 $ 960.8 $1,243.8 $1,283.0 ======== ======= ======= ======= ======== ======= ======= Interest Expense................... $ 119.5 $ 74.6 $ 96.6 $ 104.1 $ 107.4 $ 135.1 $ 144.3 ======== ======= ======= ======= ======== ======= ======= Income Before Change in Accounting(5).................... $ 553.1 $ 469.1 $ 634.1 $ 561.9 $ 483.0 $ 600.5 $ 624.3 Cumulative Effect of Change in Accounting for Retirement Medical Benefits(5)...................... (1,519.0) --------- -------- -------- -------- --------- -------- -------- Net Income (Loss).................. $ 553.1 $ 469.1 $ 634.1 $ 561.9 $(1,036.0) $ 600.5 $ 624.3 ======== ======= ======= ======= ======== ======= ======= Earnings Per Common Share(5): Primary: Before Change in Accounting.... $ 2.54 $ 2.12 $ 2.87 $ 2.55 $ 2.16 $ 2.57 $ 2.56 Cumulative Effect of Change in Accounting for Retirement Medical Benefits............. (6.78) --------- -------- -------- -------- --------- -------- -------- Net Income (Loss)................ $ 2.54 $ 2.12 $ 2.87 $ 2.55 $ (4.62) $ 2.57 $ 2.56 ======== ======= ======= ======= ======== ======= ======= Fully Diluted: Before Change in Accounting.... $ 2.49 $ 2.08 $ 2.82 $ 2.51 $ 2.14 $ 2.54 $ 2.53 Cumulative Effect of Change in Accounting for Retirement Medical Benefits............. (6.70) --------- -------- -------- -------- --------- -------- -------- Net Income (Loss)................ $ 2.49 $ 2.08 $ 2.82 $ 2.51 $ (4.56) $ 2.54 $ 2.53 ======== ======= ======= ======= ======== ======= ======= Average Common Shares Outstanding: Primary.......................... 217.3 220.9 220.5 219.8 223.6 233.7 244.1 ======== ======= ======= ======= ======== ======= ======= Fully Diluted.................... 222.5 225.1 224.5 224.3 226.1 236.8 247.2 ======== ======= ======= ======= ======== ======= =======
4 6
NINE MONTHS ENDED JUNE 30, FISCAL YEAR ENDED SEPTEMBER 30, ---------------------- ------------------------------------------------------------- 1995 1994 1994 1993 1992 1991 1990 --------- -------- -------- -------- --------- -------- -------- (IN MILLIONS, EXCEPT RATIOS) BALANCE SHEET DATA: (at end of period) Working Capital.................. $ 1,742.3 $1,899.7 $1,908.0 $2,000.5 $ 1,726.8 $1,501.1 $ 931.9 Total Assets..................... 12,809.8 9,968.9 9,860.8 9,694.8 9,731.0 9,375.5 9,634.7 Long-Term Debt................... 1,777.7 846.0 831.0 1,028.2 1,035.4 740.3 552.9 Shareowners' Equity.............. 3,660.7 3,195.2 3,355.6 2,956.0 2,778.0 4,223.7 4,185.9 RATIO OF EARNINGS TO FIXED CHARGES(6)....................... 6.1 7.4 6.5 5.5 6.0 6.0 PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES(6)(7).............. 5.4 4.6
--------------- (1) Divested businesses include the sales, operating earnings and gains on sales of significant businesses and product lines sold by the Company. Businesses and product lines sold include the Automotive Plastics business in August 1994, the Flame Safeguard Controls product line in October 1991, the Network Transmission Systems business and Steel Castings product line in 1991 and the Sheet Fed Offset Printing Press product line in 1990. (2) Amortization of intangible assets related to the Allen-Bradley and Reliance acquisitions reduced Automation earnings for the nine months ended June 30, 1995 by $34 million, as compared with $17 million for the comparable 1994 period. (3) Earnings of the Graphic Systems segment have been adjusted to include interest income related to customer financing receivables as follows (in millions): nine months ended June 30, 1995, $7.6; nine months ended June 30, 1994, $8.1; 1994, $11; 1993, $18.5; 1992, $16.8; 1991, $15.8; and 1990, $19.1. (4) In the fourth quarter of 1991 the Company recorded a provision for restructuring of businesses which reduced net income by $186.1 million, or 80 cents per share. The provision consists principally of the estimated costs for plant closings and product line consolidations in the Company's commercial businesses. Restructuring of businesses relates to the business segments earnings as follows (in millions): Automotive, $194.5; Graphic Systems, $49.6; Electronics, $17.9; and General corporate-net, $9.5. (5) During 1992 the Company adopted, effective October 1, 1991, Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions", electing to record the previously unrecognized prior service cost of such benefits on the immediate recognition basis. The cumulative effect of the change in accounting for such benefits is comprised of the initial accrual of the cost of retirement medical benefits of $2,450 million and a related deferred income tax benefit of $931 million. Also during 1992, the Company adopted, effective October 1, 1991, Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". Adoption of these standards did not have a material effect on 1992 income before change in accounting. (6) In computing the ratio of earnings to fixed charges, earnings are defined as income before income taxes and change in accounting for retirement medical benefits adjusted for minority interest in income or loss of subsidiaries, undistributed earnings of affiliates and fixed charges exclusive of capitalized interest. Fixed charges consist of interest on borrowings and that portion of rentals deemed representative of the interest factor. (7) The pro forma ratios of earnings to fixed charges assume that the Company's acquisition of Reliance, and the divestiture of Reliance's telecommunications business, occurred at the beginning of the respective period. The Company's Current Report on Form 8-K dated December 21, 1994 and the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1994 and June 30, 1995, each of which is incorporated herein by reference, provide additional information and assumptions in respect of such pro forma ratios and the impact of the Reliance acquisition. 5 7 PLAN OF DISTRIBUTION The Company may sell the Debt Securities in any of three ways: (i) through underwriters or dealers; (ii) directly to a limited number of purchasers or to a single purchaser; or (iii) through agents. The Prospectus Supplement with respect to the Offered Debt Securities sets forth the terms of the offering of the Offered Debt Securities, including the name or names of any underwriters and the respective amounts of the Offered Debt Securities underwritten or purchased by each of them, the purchase price of the Offered Debt Securities and the proceeds to the Company from such sale, any discounts, commissions or other items constituting compensation from the Company, any initial public offering price and any discounts, commissions or concessions allowed or reallowed or paid to dealers and any securities exchanges on which the Offered Debt Securities may be listed. If underwriters are used in the sale, the Debt Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The Debt Securities may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters. Unless otherwise set forth in the Prospectus Supplement, the obligations of the underwriters to purchase the Offered Debt Securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all the Offered Debt Securities if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Debt Securities may be sold directly by the Company or through agents designated by the Company from time to time. Any agent involved in the offer or sale of the Offered Debt Securities in respect of which this Prospectus is delivered will be named, and any commissions payable by the Company to such agent will be set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. If so indicated in the Prospectus Supplement, the Company will authorize agents, underwriters or dealers to solicit offers by certain purchasers to purchase Offered Debt Securities from the Company at the public offering price set forth in the Prospectus Supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts will be subject only to those conditions set forth in the Prospectus Supplement, and the Prospectus Supplement will set forth the commission payable for solicitation of such contracts. Agents and underwriters may be entitled under agreements entered into with the Company to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof. Agents and underwriters may be customers of, engage in transactions with, or perform services for the Company in the ordinary course of business. DESCRIPTION OF DEBT SECURITIES The Debt Securities are to be issued under an Indenture (the Indenture) dated as of October 1, 1982 between the Company and Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company), as Trustee (the Trustee), as supplemented by the First Supplemental Indenture (the First Supplemental Indenture) dated as of February 27, 1987 between the Company and the Trustee. The Indenture and the First Supplemental Indenture, copies of which may be obtained from the Commission in the manner set forth above, are hereinafter collectively referred to as the "Indenture". Certain provisions of the Indenture are summarized below. Such summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the Indenture, including the definitions therein of certain terms. Whenever particular provisions of the Indenture or terms defined therein are referred to herein, such provisions or definitions are incorporated by reference as a part of the statements made, and the statements are qualified in their entirety by such reference. 6 8 GENERAL The Indenture does not limit the amount of Debt Securities which may be issued thereunder and provides that Debt Securities may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Company. Reference is made to the Prospectus Supplement for the following terms of the Offered Debt Securities: (i) the designation, aggregate principal amount and authorized denominations of the Offered Debt Securities; (ii) the percentage of their principal amount at which such Offered Debt Securities will be issued; (iii) the date or dates on which the Offered Debt Securities will mature; (iv) the rate or rates per annum at which the Offered Debt Securities will bear interest; (v) the dates on which any such interest will be payable and the record dates for any such interest payments; and (vi) any mandatory or optional redemption terms or other specific terms. Principal, premium, if any, and interest will be payable, and the Debt Securities will be transferable, at the corporate trust office of the Trustee in New York, New York, or at such other locations as the Company may designate, provided that payment of interest may be made at the option of the Company by check mailed to the address of the person entitled thereto as it appears in the Debt Securities register. The Debt Securities will be unsecured and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Company. Other than the protections which may otherwise be afforded holders of Debt Securities as a result of the operation of the covenants described under "Covenants", there are no covenants or other provisions which may afford holders of Debt Securities protection in the event of a leveraged buyout or other highly leveraged transaction involving the Company or any similar occurrence. The Debt Securities will be issued only in fully registered form without coupons. No service charge will be made for any transfer or exchange of Debt Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. CERTAIN DEFINITIONS "Restricted Subsidiary" means any Subsidiary of the Company other than an Unrestricted Subsidiary. "Unrestricted Subsidiary" means any Subsidiary designated as such from time to time by the Company. (sec. 1-1). Subject to various limitations, the Company may from time to time designate any Restricted Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a Restricted Subsidiary. (sec. 10-9). Unrestricted Subsidiaries will not be restricted by the various provisions of the Indenture applicable to Restricted Subsidiaries, and the debt of Unrestricted Subsidiaries will not be consolidated with that of the Company and its Restricted Subsidiaries in calculating Consolidated Funded Debt under the Indenture. "Secured Debt" means indebtedness (other than indebtedness among the Company and Restricted Subsidiaries) for money borrowed, or other indebtedness on which interest is paid or payable, which is secured by (a) a lien or other encumbrance on any Principal Property of the Company or a Restricted Subsidiary or the stock or indebtedness of a Restricted Subsidiary or (b) in the case of indebtedness of the Company, a guarantee by a Restricted Subsidiary. (sec. 1-1). "Funded Debt" means (a) indebtedness having a maturity of more than 12 months, (b) certain obligations in respect of lease rentals and (c) the higher of the par value or liquidation value of preferred stock of Restricted Subsidiaries that is not owned by the Company or a Wholly-owned Restricted Subsidiary, but does not include certain debt subordinate to the Debt Securities. (sec. 1-1). "Principal Property" includes any real property (including buildings and other improvements) of the Company or any Restricted Subsidiary, owned currently or hereafter acquired (other than any pollution control facility, cogeneration facility or small power production facility hereafter acquired), which (i) has a book value in excess of 5% of Stockholders' Equity and (ii) in the opinion of the Board of Directors is of material importance to the total business conducted by the Company and its Restricted Subsidiaries as a whole. (sec. 1-1). "Sale and Lease-Back Transaction" means, subject to certain exceptions, sales or transfers of any Principal Property owned by the Company or any Restricted Subsidiary which has been in full operation for more than 180 days prior to such sale or transfer, where the Company or such Restricted Subsidiary has the 7 9 intention of leasing back such property for more than 36 months but discontinuing the use of such property on or before the expiration of the term of such lease. (sec. 10-6). COVENANTS Limitations on Liens. The Company and its Restricted Subsidiaries are prohibited from incurring or guaranteeing any Secured Debt without equally and ratably securing the Debt Securities. The foregoing restrictions are not applicable to (i) Secured Debt existing at the date of the Indenture; (ii) liens on property acquired or constructed after the date of the Indenture by the Company or a Restricted Subsidiary and created contemporaneously with, or within twelve months after, such acquisition or the completion of such construction to secure all or any part of the purchase price of such property or the cost of such construction; (iii) mortgages on property of the Company or a Restricted Subsidiary created within twelve months of completion of construction of a new plant or plants on such property to secure the cost of such construction; (iv) liens on property existing at the time such property is acquired; (v) liens on property or on the outstanding shares or indebtedness of a corporation existing at the time such corporation becomes a Restricted Subsidiary; (vi) liens on stock (except stock of Subsidiaries) acquired after the date of the Indenture if the aggregate cost thereof does not exceed 10% of Stockholders' Equity; (vii) liens securing indebtedness of a successor corporation to the Company to the extent permitted by the Indenture; (viii) liens securing indebtedness of a Restricted Subsidiary at the time it became a Restricted Subsidiary; (ix) liens securing indebtedness of any person outstanding at the time it is merged with or substantially all its properties are acquired by the Company or any Restricted Subsidiary; (x) liens created, incurred or assumed in connection with an industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and any Federal, state, municipal government or other governmental body or agency; (xi) extensions, renewals or replacements of the foregoing permitted liens to the extent of the original amounts thereof; (xii) liens in connection with government and other contracts; (xiii) certain liens in connection with taxes or legal proceedings; (xiv) certain other liens not related to the borrowing of money; and (xv) liens in connection with Sale and Lease-Back Transactions as described under "Limitations on Sale and Lease-Back". (sec. 10-5). In addition, the Company and its Restricted Subsidiaries may have Secured Debt not otherwise permitted or excepted without equally and ratably securing the Debt Securities if the sum of (a) the amount of such Secured Debt plus (b) the aggregate value of Sale and Lease-Back Transactions (subject to certain exceptions) described below, does not exceed 10% of Stockholders' Equity. (sec. 10-5). Limitations on Sale and Lease-Back. Sale and Lease-Back Transactions of any Principal Property which has been in full operation for 180 days (except leases for a temporary period not exceeding 36 months) are prohibited unless (a) the Company or its Restricted Subsidiaries would be entitled to incur Secured Debt equal to the amount realizable upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the Debt Securities; or (b) an amount equal to the greater of net proceeds of the sale or fair value of the property sold is applied (i) to the retirement of Consolidated Funded Debt or indebtedness that was Funded Debt at the time it was created or (ii) to the purchase of other Principal Property having a value at least equal to the greater of such amounts; or (c) the Sale and Lease-Back Transaction involved was an industrial revenue bond, pollution control bond or similar financing arrangement between the Company or any Restricted Subsidiary and any Federal, state, municipal government or other governmental body or agency. (sec. 10-6). Restrictions on Transfer of Principal Property to Unrestricted Subsidiaries. The Company and its Restricted Subsidiaries are prohibited from transferring, except for fair value, any Principal Property to any Unrestricted Subsidiary, unless an amount equal to the fair value of such property is applied to the retirement of Consolidated Funded Debt or indebtedness that was Funded Debt at the time it was created. (sec. 10-10). Limitations on Merger by Restricted Subsidiaries. The Company will not permit a Restricted Subsidiary to consolidate with or merge into any other corporation or to sell substantially all its assets to any person, except with, into or to (i) the Company or a Wholly-owned Restricted Subsidiary, (ii) a corporation which, after giving effect to such transaction, will be a Restricted Subsidiary, or (iii) any other corporation if such Restricted Subsidiary does not own any stock or Funded Debt or Secured Debt of any other Restricted 8 10 Subsidiary and the consolidation, merger or sale is for consideration and upon terms deemed by the Company's Board of Directors to be adequate and satisfactory. (sec. 10-8). Certain Limitations on Merger of the Company. The Company may consolidate with or merge into any other corporation, or transfer substantially all of its property to any other person, provided certain specified conditions are met. (sec.sec. 8-1 and 8-2). If, upon any merger or consolidation of the Company with or into any other corporation or upon any transfer of substantially all of its assets to any other person, any Principal Property of the Company or a Restricted Subsidiary would thereupon become subject to any mortgage, security interest, pledge, lien or encumbrance not otherwise permitted under the Indenture, the Company will, prior to such transaction, secure the Debt Securities, equally and ratably with any other indebtedness of the Company then entitled to be so secured, by a direct lien on such Principal Property and certain other properties. (sec. 8-3). DEFEASANCE AND COVENANT DEFEASANCE Defeasance. The Indenture provides as to any series of Debt Securities to which the provisions described in this paragraph are made applicable, that the Company will be discharged from any and all obligations in respect of the Debt Securities of such series (except for certain obligations to register the transfer and exchange of such Debt Securities, to replace mutilated, destroyed, lost or stolen Debt Securities, to compensate, reimburse and indemnify the Trustee, to maintain an office or agency with respect to the Debt Securities and to hold moneys for payment in trust) upon irrevocable deposit with the Trustee, in trust, of money or U.S. government securities (as described in the Indenture) or a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay and discharge (i) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on such Debt Securities on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to Debt Securities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and such Debt Securities. Such a trust may only be established if, among other things, the Company has delivered to the Trustee an Opinion of Counsel (as specified in the Indenture) to the effect that the Holders of such Debt Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred. Such opinion must refer to or be based upon a ruling of the Internal Revenue Service or a change in applicable Federal income tax law occurring after the date of the Indenture. In the event of any such deposit and discharge, the Holders of such Debt Securities would thereafter be entitled to look only to such trust fund for payment of principal of (and premium, if any) and interest on the Debt Securities. (sec. 4-3). Covenant Defeasance. The Indenture provides as to any series of Debt Securities to which the provisions described in this paragraph are made applicable, that (i) the Company may omit to comply with the covenants contained in sec.sec. 10-5 (Limitations on Liens), 10-6 (Limitations on Sale and Lease-Back), 10-9 (Limitations on Change in Subsidiary Status) and 10-10 (Restriction on Transfer of Principal Property to Unrestricted Subsidiaries) of the Indenture and (ii) such noncompliance shall not be deemed to be an Event of Default under the Indenture and the Debt Securities upon irrevocable deposit with the Trustee, in trust, of money or U.S. government securities or a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay and discharge (x) the principal of (and premium, if any) and each installment of principal of (and premium, if any) and interest on such Debt Securities on the Stated Maturity of such principal or installment of principal or interest and (y) any mandatory sinking fund payments or analogous payments applicable to Debt Securities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and such Debt Securities. Such a trust may only be established if, among other things, the Company has delivered to the Trustee an Opinion of Counsel (as specified in the Indenture) to the effect that the Holders of such Debt Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such 9 11 deposit and defeasance had not occurred. The obligations of the Company under the Indenture and Debt Securities other than with respect to the covenants referred to above and the Events of Default other than the Event of Default referred to above shall remain in full force and effect. (sec. 10-12). The Prospectus Supplement will state if any defeasance provision will apply to the Debt Securities. MODIFICATION OF INDENTURE AND WAIVER OF CERTAIN COVENANTS With the consent of the holders of at least a majority in principal amount of the outstanding Debt Securities of each series affected, the Trustee and the Company may execute a supplemental indenture to change the Indenture or modify the rights of the holders of Debt Securities of any such series, but, without the consent of the holder of each outstanding Debt Security so affected, a supplemental indenture may not, among other things, (i) change the maturity of principal or interest on any Debt Security, or reduce the principal amount thereof or the interest thereon or any premium payable on redemption, or (ii) reduce the aforesaid percentage of holders of Debt Securities of such series whose consent shall be required to authorize any such supplemental indenture. (sec. 9-2). The holders of a majority in principal amount of the Debt Securities of any series at the time outstanding may waive compliance with certain covenants in the Indenture with respect to Debt Securities of such series. (sec. 10-11). DEFAULTS AND CERTAIN RIGHTS ON DEFAULT Unless otherwise provided with respect to the Debt Securities of any series, an Event of Default with respect to any series of Debt Securities is defined as being any of the following events and such other events as may be established for the Debt Securities of such series: default for 30 days in payment of any interest on the Debt Securities of such series; default in payment of principal and premium, if any, on the Debt Securities of such series; default for 5 days in payment of any sinking fund payment with respect to Debt Securities of such series; default for 60 days after notice in performance of any other covenant in the Indenture; or certain events of bankruptcy, insolvency, receivership or reorganization relating to the Company. An Event of Default with respect to Debt Securities of a particular series does not necessarily constitute an Event of Default with respect to any other series. The Company will be required to file with the Trustee annually a written statement as to the fulfillment of its obligations under the Indenture. Unless otherwise provided with respect to the Debt Securities of any series, in case an Event of Default should occur and be continuing with respect to any series of Debt Securities, the Trustee or the holders of at least 25% in principal amount of the Debt Securities of such series then outstanding may declare the principal of all the Debt Securities of such series to be due and payable. Such declaration may, under certain circumstances, be rescinded by the holders of a majority in principal amount of the Debt Securities of such series at the time outstanding. (sec.sec. 5-1, 5-2 and 10-4). Subject to the provisions of the Indenture relating to the duties of the Trustee in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders of Debt Securities, unless such holders of Debt Securities shall have offered to the Trustee reasonable security or indemnity. Subject to such provisions for indemnification and certain limitations contained in the Indenture, the holders of a majority in principal amount of the Debt Securities of any series at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to Debt Securities of such series. Such holders may, in certain cases, waive any default with respect to Debt Securities of such series except a default in payment of principal of, or premium, if any, or interest on any of the Debt Securities of such series. (sec.sec. 5-12, 5-13 and 6-3). LEGAL MATTERS The legality of the Debt Securities offered hereby has been passed upon for the Company by Chadbourne & Parke LLP, 30 Rockefeller Plaza, New York, New York 10112. 10 12 EXPERTS The consolidated financial statements and related financial statement schedules of the Company incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports also incorporated herein by reference, and have been so incorporated in reliance upon such reports given upon the authority of that firm as experts in auditing and accounting. The consolidated financial statements of Reliance incorporated in this Prospectus by reference to the Company's Current Report on Form 8-K dated December 21, 1994 have been audited by Price Waterhouse LLP, independent accountants, as stated in their report also incorporated herein by reference, and have been so incorporated in reliance upon such report given upon the authority of that firm as experts in auditing and accounting. ------------------ NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES OFFERED HEREBY BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. 11 13 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
AMOUNT -------- Commission Registration Fee..................................... $103,449 *Attorneys' Fees and Expenses.................................... 75,000 *Accountants' Fees and Expenses.................................. 25,000 *Trustee's Fees and Expenses..................................... 10,000 *Printing and Engraving.......................................... 18,000 *Blue Sky Expenses (including legal fees)........................ 10,000 Rating Agency Fees.............................................. 185,000 *Miscellaneous................................................... 5,000 -------- Total.................................................. $431,449* ========
------------ * Estimated ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Delaware General Corporation Law permits Delaware corporations to eliminate or limit the monetary liability of directors for breach of their fiduciary duty of care, subject to certain limitations (8 Del. G.C.L. sec. 102(b)(7)) and also provides for indemnification of directors, officers, employees and agents subject to certain limitations (8 Del. G.C.L. sec. 145). The third paragraph of Article Eighth of the Company's Restated Certificate of Incorporation, as amended, eliminates monetary liability of directors for breach of fiduciary duty as directors to the extent permitted by Delaware law. Section 15 of Article III of the By-Laws of the Company and the appendix thereto entitled Procedures for Submission and Determination of Claims for Indemnification Pursuant to Article III, Section 15 of the By-Laws provide, in substance, for the indemnification of directors, officers, employees and agents of the Company to the extent permitted by Delaware law. The Company's directors and officers are insured against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act. In addition, the Company and certain other persons may be entitled under agreements entered into with agents or underwriters to indemnification by such agents or underwriters against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the Company or such persons may be required to make in respect thereof. II-1 14 ITEM 16. LIST OF EXHIBITS. 1 -- Forms of proposed Underwriting Agreement, Terms Agreement and Delayed Delivery Contract. 4-a -- Indenture dated as of October 1, 1982 between the Company and Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company), as Trustee, including general form of Debt Security (at pages 6-11), table of contents and cross-reference sheet to Trust Indenture Act of 1939, filed as Exhibit 4-a to the Company's Registration Statement on Form S-3 (Registration No. 33-39510), is hereby incorporated by reference. 4-b -- First Supplemental Indenture dated as of February 27, 1987 between the Company and Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company), as Trustee, filed as Exhibit 4-b to the Company's Registration Statement on Form S-3 (Registration No. 33-39510), is hereby incorporated by reference. 5 -- Opinion of Chadbourne & Parke LLP as to the legality of the securities being registered. 12-a -- Computation of Ratio of Earnings to Fixed Charges for the five fiscal years ended September 30, 1994, filed as Exhibit 12 to the Company's Registration Statement on Form S-3 (Registration No. 33-57015), is hereby incorporated by reference. 12-b -- Computation of Ratio of Earnings to Fixed Charges and Computation of Pro Forma Ratio of Earnings to Fixed Charges for the nine months ended June 30, 1995, filed as Exhibit 12 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1995, is hereby incorporated by reference. 12-c -- Computation of Pro Forma Ratio of Earnings to Fixed Charges for the twelve months ended September 30, 1994, filed as Exhibit 12-b to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1994, is hereby incorporated by reference. 23-a -- Consent of Deloitte & Touche LLP, independent auditors, set forth at page II-5 of this Registration Statement. 23-b -- Consent of Price Waterhouse LLP, independent accountants, set forth at page II-6 of this Registration Statement. 23-c -- Consent of Chadbourne & Parke LLP contained in their opinion filed as Exhibit 5 to this Registration Statement. 24 -- Powers of Attorney authorizing certain persons to sign this Registration Statement on behalf of certain directors and officers of the Company. 25 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company), the Trustee under the Indenture.
ITEM 17. UNDERTAKINGS. The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 15 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the provisions described under Item 15 above or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted against the Company by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 16 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT ON FORM S-3 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PITTSBURGH AND THE COMMONWEALTH OF PENNSYLVANIA ON THE 10TH DAY OF AUGUST, 1995. ROCKWELL INTERNATIONAL CORPORATION By /s/ WILLIAM J. CALISE, JR. ------------------------------------ (WILLIAM J. CALISE, JR., SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT ON FORM S-3 HAS BEEN SIGNED ON THE 10TH DAY OF AUGUST, 1995 BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
SIGNATURE TITLE ----------------------------------- ----------------------------------------------- DONALD R. BEALL* Chairman of the Board and Chief Executive Officer (principal executive officer) and Director LEW ALLEN, JR.* Director RICHARD M. BRESSLER* Director JOHN J. CREEDON* Director DON H. DAVIS* Director ROBIN CHANDLER DUKE* Director JUDITH L. ESTRIN* Director WILLIAM H. GRAY, III* Director JAMES CLAYBURN LA FORCE, JR.* Director WILLIAM T. MCCORMICK, JR.* Director JOHN D. NICHOLS* Director BRUCE M. ROCKWELL* Director WILLIAM S. SNEATH* Director JOSEPH F. TOOT, JR.* Director W. MICHAEL BARNES* Senior Vice President, Finance & Planning and Chief Financial Officer (principal financial officer) LAWRENCE J. KOMATZ* Vice President and Controller (principal accounting officer) * By /s/ WILLIAM J. CALISE, JR. --------------------------------- (WILLIAM J. CALISE, JR., ATTORNEY-IN-FACT)**
** By authority of the powers of attorney filed as Exhibit 24 to this Registration Statement. II-4 17 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Rockwell International Corporation on Form S-3 of our reports dated November 1, 1994, except Note 2 to Financial Statements, as to which the date is November 21, 1994, appearing in and incorporated by reference in the 1994 Annual Report on Form 10-K of Rockwell International Corporation and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE LLP Pittsburgh, Pennsylvania August 10, 1995 ------------------ CONSENT OF COUNSEL The consent of Chadbourne & Parke LLP, counsel for the Company, is included in their opinion filed as Exhibit 5 hereto. II-5 18 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of Rockwell International Corporation of our report dated February 3, 1994 relating to the consolidated financial statements of Reliance Electric Company which appears in the Current Report on Form 8-K of Rockwell International Corporation dated December 21, 1994. We also consent to the reference to us under the heading "Experts" in the Prospectus which is part of this Registration Statement. PRICE WATERHOUSE LLP Cleveland, Ohio August 8, 1995 II-6 19 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE ------- ------------------------------------------------------------------------- ---- 1 --Forms of proposed Underwriting Agreement, Terms Agreement and Delayed Delivery Contract. 4-a --Indenture dated as of October 1, 1982 between the Company and Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company), as Trustee, including general form of Debt Security (at pages 6-11), table of contents and cross-reference sheet to Trust Indenture Act of 1939, filed as Exhibit 4-a to the Company's Registration Statement on Form S-3 (Registration No. 33-39510), is hereby incorporated by reference. 4-b --First Supplemental Indenture dated as of February 27, 1987 between the Company and Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company), as Trustee, filed as Exhibit 4-b to the Company's Registration Statement on Form S-3 (Registration No. 33-39510), is hereby incorporated by reference. 5 --Opinion of Chadbourne & Parke LLP as to the legality of the securities being registered. 12-a --Computation of Ratio of Earnings to Fixed Charges for the five fiscal years ended September 30, 1994, filed as Exhibit 12 to the Company's Registration Statement on Form S-3 (Registration No. 33-57015), is hereby incorporated by reference. 12-b --Computation of Ratio of Earnings to Fixed Charges and Computation of Pro Forma Ratio of Earnings to Fixed Charges for the nine months ended June 30, 1995, filed as Exhibit 12 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1995, is hereby incorporated by reference. 12-c --Computation of Pro Forma Ratio of Earnings to Fixed Charges for the twelve months ended September 30, 1994, filed as Exhibit 12-b to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1994, is hereby incorporated by reference. 23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth at page II-5 of this Registration Statement. 23-b --Consent of Price Waterhouse LLP, independent accountants, set forth at page II-6 of this Registration Statement. 23-c --Consent of Chadbourne & Parke LLP contained in their opinion filed as Exhibit 5 to this Registration Statement. 24 --Powers of Attorney authorizing certain persons to sign this Registration Statement on behalf of certain directors and officers of the Company. 25 --Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company), the Trustee under the Indenture.
EX-1 2 UNDERWRITING AGREEMENT 1 ROCKWELL INTERNATIONAL CORPORATION NOTES DUE UNDERWRITING AGREEMENT To the Representative or Representatives named in Schedule A hereto of the Underwriters named in Schedule B hereto Gentlemen: The undersigned Rockwell International Corporation, a Delaware corporation (the "Company"), confirms its agreement with the several underwriters named in Schedule B hereto (the "Underwriters") as set forth below. If the firm or firms listed in Schedule B hereto include only the firm or firms listed in Schedule A hereto (the "Representatives"), then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Company proposes to issue and sell debt securities of the title and amount set forth in Schedule A hereto (the "Purchased Securities"), to be issued under the Indenture dated as of October 1, 1982, as supplemented by the First Supplemental Indenture dated as of February 27, 1987 (the "Indenture"), between the Company and Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company), as Trustee. The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-3 (No. 33- ) relating to $300,000,000 of debt securities, and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "1933 Act"). Such Registration Statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). Such Registration Statement and the Prospectus or Prospectuses relating to the sale of Purchased Securities by the Company constituting a part thereof, including all documents incorporated therein by reference, as from time to time may be amended or supplemented, pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1933 Act or otherwise, are in each case collectively referred to herein as the "Registration Statement" and the "Prospectus", respectively; provided, however, that a supplement of the Prospectus contemplated by Section 3(a) (a "Prospectus Supplement") shall be deemed to have supplemented the Prospectus only with respect to the offering of the Purchased Securities to which it relates and such Prospectus Supplement shall be the only supplement included in the terms "Registration Statement" or "Prospectus". SECTION 1. Representations and Warranties. The Company represents and warrants to each Underwriter as of the date hereof, as follows: (a) The Registration Statement and the Prospectus, at the time the Registration Statement became effective complied, and as of the date hereof complies, in all material respects with the requirements of the 1933 Act, the rules and regulations thereunder (the "Regulations"), the 1934 Act and the rules and regulations thereunder and the 1939 Act. The Registration Statement, at the time the Registration Statement became effective did not, and as of the date hereof does not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the time the Registration Statement became effective did not, and as of the date hereof does not, 2 contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply (i) to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter expressly for use in the Registration Statement or Prospectus or (ii) to that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification under the 1939 Act (Form T-1) (the "Form T-1") of the Trustee under the Indenture. (b) Any documents incorporated by reference in the Registration Statement and the Prospectus subsequent to the date hereof will, when filed with the Commission, conform in all material respects to the requirements of the 1934 Act and the rules and regulations thereunder, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein or contemplated thereby, there has been no material adverse change in the condition, financial or otherwise, or the results of operations of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business. (d) The execution and delivery of this Agreement and the Indenture and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company is a party or by which it may be bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Restated Certificate of Incorporation, as amended, or By-Laws of the Company or, to the best of its knowledge, any law, administrative regulation or administrative or court decree applicable to the Company; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Company of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1939 Act or the Regulations or state securities or Blue Sky laws. (e) The Purchased Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when duly executed, authenticated and delivered pursuant to the provisions of this Agreement and of the Indenture against payment of the consideration therefor in accordance with this Agreement, the Purchased Securities will be valid and legally binding obligations of the Company enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights in general and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and will be entitled to the benefits of the Indenture, which will be substantially in the form heretofore delivered to you, except as supplemented to reflect the terms of any one or more series of debt 2 3 securities; and the Purchased Securities and the Indenture conform in all material respects to all statements relating thereto contained in the Prospectus. (f) No strike or labor stoppage by the employees of the Company or any subsidiary exists, or, to the knowledge of the Company, is imminent which is expected to have a material adverse effect upon the conduct of the business, or the earnings, operations or condition, financial or otherwise, of the Company and its subsidiaries, considered as one enterprise. Any certificate signed by any officer of the Company and delivered to you or counsel for the Underwriters in connection with an offering of Purchased Securities shall be deemed a representation and warranty by the Company, as to the matters covered thereby, to each Underwriter participating in such offering. SECTION 2. Purchase and Sale. The several and not joint commitments of the Underwriters to purchase Purchased Securities in the respective amounts set forth on Schedule B hereto shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions herein set forth. Payment of the purchase price for, and delivery of, any Purchased Securities to be purchased by the Underwriters shall be made at the office specified in Schedule A hereto or at such other place as shall be agreed upon by you and the Company, on the date and at the time so specified or such other time as shall be agreed upon by you and the Company (such time and date being referred to as a "Closing Time"). Payment shall be made to the Company by certified or official bank check or checks in New York Clearing House or similar next day funds payable to the order of the Company against delivery to you for the respective accounts of the Underwriters of the Purchased Securities to be purchased by them. Such Purchased Securities shall be in such denominations and registered in such names as you may request in writing at least two business days prior to the Closing Time. Such Purchased Securities, which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to Closing Time. If authorized in Schedule A hereto, the Underwriter named therein may solicit offers to purchase debt securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts") substantially in the form of Exhibit I hereto with such changes therein as the Company may approve. Any Purchased Securities purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein referred to as "Contract Securities". As compensation for arranging Delayed Delivery Contracts, the Company will pay to you at Closing Time, for the accounts of the Underwriters, a fee equal to that percentage of the principal amount of Contract Securities for which Delayed Delivery Contracts are made at Closing Time as is specified in Schedule A hereto. At Closing Time the Company will enter into Delayed Delivery Contracts with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Securities in excess of that specified in Schedule A hereto. The Underwriters will not have any responsibility for the validity or performance of Delayed Delivery Contracts. Delayed Delivery Contracts are to be only with such investors and in such amounts as are approved by the Company. You are to submit to the Company at least three business days prior to Closing Time, the names of any investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Contract Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to Closing Time, of the names of the investors with which the making of 3 4 Delayed Delivery Contracts is approved by the Company and the principal amount of Contract Securities to be covered by each such Delayed Delivery Contract. The principal amount of Purchased Securities agreed to be purchased by the respective Underwriters shall be reduced by the principal amount of Contract Securities covered by Delayed Delivery Contracts accepted by the Company, as to each Underwriter as set forth in written notice delivered by you to the Company; provided, however, that the total principal amount of Purchased Securities to be purchased by all Underwriters shall be the total amount of Purchased Securities, less the principal amount of Contract Securities covered by Delayed Delivery Contracts. SECTION 3. Covenants of the Company. The Company covenants with each of you and with each Underwriter as follows: (a) Immediately following the execution of this Agreement, the Company will prepare a Prospectus Supplement setting forth the principal amount of Purchased Securities covered thereby and their terms not otherwise specified in the Indenture, the names of the Underwriters participating in the offering and the principal amount of Purchased Securities which each severally has agreed to purchase, the names of the Underwriters acting as co-managers in connection with the offering, the price at which the Purchased Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the selling concession and reallowance, if any, any delayed delivery arrangements, and such other information as you and the Company deem appropriate in connection with the offering of the Purchased Securities. The Company will promptly transmit copies of the Prospectus Supplement to the Commission for filing pursuant to Rule 424 of the Regulations and will furnish to the Underwriters named therein as many copies of the Prospectus and such Prospectus Supplement as you shall reasonably request. (b) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Purchased Securities any event shall occur or condition exist as a result of which it is necessary to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in the light of circumstances existing at the time it is delivered to a purchaser or if it shall be necessary at any such time to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or the Regulations, the Company will promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the 1934 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement comply with such requirements. (c) The Company will make generally available to its security holders, in each case as soon as practicable, earnings statements (in form complying with the provisions of Section 11(a) of the 1933 Act, which need not be certified by independent certified public accountants unless required by the 1933 Act or the Regulations) covering a twelve month period beginning not later than the first day of the Company's fiscal quarter next following the date of this Agreement. (d) The Company will give you notice of its intention to file any amendment to the Registration Statement or any supplement to the Prospectus with respect to the Purchased Securities, other than those made by the filing of documents pursuant to the 1934 Act, will furnish you with copies of any such amendment or supplement proposed to be filed 4 5 a reasonable time in advance of filing, and will not file any such amendment or supplement in a form to which you or your counsel shall reasonably object. (e) The Company will notify each of you immediately, and confirm the notice in writing, (i) of the filing or effectiveness of any amendment to the Registration Statement, (ii) of the mailing or the delivery to the Commission for filing of any supplement to the Prospectus, (iii) of the receipt of any comments from the Commission with respect to the Registration Statement, the Prospectus or any Prospectus Supplement, (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus with respect to the Purchased Securities or for additional information with respect thereto, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (f) The Company will deliver to each of you as many signed and conformed copies of the Registration Statement (as originally filed) and each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference in the Prospectus) as you may reasonably request and will also deliver to you a conformed copy of the Registration Statement and each amendment thereto for each of the Underwriters. (g) The Company will endeavor, in cooperation with you, to qualify the Purchased Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as you may designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Purchased Securities; provided, however, that the Company shall not be required to qualify as a foreign corporation or to take any action which would subject it to general consent to service of process in any state in which it is not now qualified or not now so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Purchased Securities have been qualified as above provided. (h) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act. (i) Between the date of this Agreement and Closing Time with respect to the Purchased Securities covered thereby, the Company will not, without your prior consent, offer or sell, or enter into any agreement to sell, any debt securities of the Company with a maturity of more than one year. SECTION 4. Conditions of Underwriters' Obligations. The obligations of the Underwriters to purchase Purchased Securities pursuant to this Agreement are subject to the accuracy of the representations and warranties on the part of the Company herein contained, as of the date hereof and as of the Closing Time, to the accuracy of the statements of the Company's officers made in any certificate furnished pursuant to the provisions hereof, to the performance by the Company of all of its covenants and other obligations hereunder and to the following further conditions: 5 6 (a) At the Closing Time (i) no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or, to the knowledge of the Company or the Underwriters, threatened by the Commission, (ii) the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Company as of the date of this Agreement shall not have been lowered since that date and no such rating agency shall have publicly announced since that date that it is placing any debt securities of the Company on what is commonly termed a "watch list" for possible downgrading and (iii) the Prospectus, together with the applicable Prospectus Supplement, shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (b) At the Closing Time you shall have received: (1) The favorable opinion, dated as of the Closing Time, of Chadbourne & Parke LLP, counsel for the Company, in form and substance satisfactory to you, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement. (iii) This Agreement and the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the Company. (iv) The Indenture has been duly authorized, executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights in general and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (v) The Purchased Securities have been duly authorized by all necessary corporate action and, when duly executed and authenticated as specified in the Indenture and delivered against payment pursuant to this Agreement and any applicable Delayed Delivery Contract, will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights in general and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and will be entitled to the benefits of the Indenture. (vi) The Indenture and the Purchased Securities conform in all material respects to the descriptions thereof in the Prospectus and the applicable Prospectus Supplement. (vii) The Indenture is qualified under the 1939 Act. 6 7 (viii) The Registration Statement is effective under the 1933 Act and, to the best of their knowledge and information, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission. (ix) The Registration Statement (other than the financial statements and other financial data included or incorporated by reference therein, as to which no opinion need be rendered) complies as to form in all material respects with the requirements of the 1933 Act, the 1939 Act (other than Form T-1, as to which no opinion need be rendered) and the Regulations, and nothing has come to their attention that would lead them to believe that the Registration Statement, as of the time it became effective, contained an 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 not misleading or that the Prospectus, as amended or supplemented at Closing Time, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (x) Each document, if any, filed pursuant to the 1934 Act (other than the financial statements and other financial data included or incorporated by reference therein, as to which no opinion need be rendered) and incorporated by reference in the Prospectus, complied when so filed as to form in all material respects with the 1934 Act and the rules and regulations thereunder. (xi) No consent, approval, authorization or order of any court or governmental authority or agency is required in connection with the sale by the Company of the Purchased Securities to the Underwriters, except such as may be required under the 1933 Act, the 1939 Act and any state securities laws, and to the best of their knowledge and information, the execution and delivery of this Agreement and the Indenture and the consummation of the transactions contemplated herein will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument known to them to which the Company or any of its subsidiaries is a party or by which it or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Restated Certificate of Incorporation, as amended, or By-Laws of the Company, or to the best of their knowledge any law, administrative regulation or administrative or court decree applicable to the Company. (2) The favorable opinion, dated as of the Closing Time, of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of the Company, in form and substance satisfactory to you, to the effect that: (i) The Company is duly qualified as a foreign corporation and is in good standing in the States of California and Pennsylvania and in each other jurisdiction wherein the character of the property owned or held under lease by it makes such qualification necessary, except in such jurisdictions where the 7 8 failure so to qualify or to be in good standing will not subject the Company to any liability material to the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise. (ii) Each of Allen-Bradley Company, Inc., a Wisconsin corporation, and Reliance Electric Company, a Delaware corporation, is a subsidiary of the Company, has been duly incorporated and is a validly existing corporation in good standing under the laws of the state of its incorporation and is duly qualified and is in good standing as a foreign corporation in each jurisdiction wherein the character of the property owned or held under lease by it makes such qualification necessary, except in such jurisdictions where the failure so to qualify or to be in good standing will not subject the Company to any liability material to the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise; the outstanding shares of capital stock of each such subsidiary are validly issued, fully paid and nonassessable; and all of such capital stock is owned by the Company free and clear of any pledge, lien, encumbrance, claim or equity. (iii) The execution and delivery of this Agreement and the Indenture and the consummation of the transactions contemplated herein will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or, to the best of his knowledge, by which it or any of them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Restated Certificate of Incorporation, as amended, or By-Laws of the Company or any law, administrative regulation or administrative or court decree applicable to the Company. (iv) There is no litigation or governmental proceeding pending or to the best of his knowledge threatened against the Company or any of its subsidiaries which would affect the subject matter of this Agreement and the Delayed Delivery Contracts, if any, which would have a material adverse effect on the financial position or consolidated financial statements of the Company and its subsidiaries as a whole or which is required to be disclosed in the Prospectus which is not adequately disclosed therein. (v) To the best of his knowledge, there are no contracts which are required to be filed as exhibits to the Registration Statement which are not so filed or which are required to be disclosed in the Prospectus which are not adequately disclosed therein. (3) The favorable opinion or opinions, dated as of the Closing Time, of Messrs. Cravath, Swaine & Moore, counsel for the Underwriters, with respect to the matters set forth in (i) and (iii) to (ix), inclusive, of subsection (b)(1) of this Section. (c) At the Closing Time there shall not have been, since the date of this Agreement, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or any development 8 9 involving a material adverse prospective change in or affecting particularly the financial condition of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and you shall have received a certificate of the President or a Vice President of the Company, dated as of the Closing Time, to the effect that there has been no such material adverse change or prospective change and to the effect that the representations and warranties of the Company contained in Section 1 are true and correct as of the Closing Time. (d) You shall have received from Deloitte & Touche a letter, addressed to you and dated as of the Closing Time and delivered at such time, in form satisfactory to you and concerning such matters as you shall reasonably request. (e) You shall have received a letter, addressed to you and dated as of the Closing Time and delivered at such time, from the independent public accountants of any acquired business whose financial statements have been included in or incorporated by reference into the Registration Statement pursuant to Section 3-05 of Regulation S-X, in form satisfactory to you and concerning such matters as you shall reasonably request. (f) At the Closing Time counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Purchased Securities as herein contemplated and related proceedings or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Purchased Securities as herein contemplated shall be satisfactory in form and substance to you and counsel for the Underwriters. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by you by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 5. SECTION 5. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the printing and filing of the Registration Statement and all amendments thereto, (ii) the preparation, issuance and delivery of the Purchased Securities to the Underwriters, (iii) the fees and disbursements of the Company's counsel and accountants, (iv) the qualification of the Purchased Securities under securities laws in accordance with the provisions of Section 3(g), including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky Survey and Legal Investment Survey, (v) the printing and delivery to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, and of the Prospectus, (vi) the printing and delivery to the Underwriters of copies of the Indenture and any Blue Sky Survey and Legal Investment Survey, (vii) the fees of rating agencies and (viii) the fees and expenses, if any, incurred in connection with the listing of the Purchased Securities on the New York Stock Exchange. If this Agreement is terminated by you in accordance with the provisions of Section 4 or Section 9(i), the Company shall reimburse the Underwriters for 9 10 all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters in connection with the subject matter of this Agreement. The Company shall not in any event be liable to any of the Underwriters for loss of anticipated profits from the transactions contemplated by this Agreement. SECTION 6. Indemnification. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such untrue statement or omission or such alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through you expressly for use in the Registration Statement or the Prospectus; (ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) subject to subparagraph (c) against any and all expense whatsoever as and when incurred (including the fees and disbursements of counsel chosen by you) reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above. This indemnity is subject to the condition that, insofar as it relates to any untrue statement or omission, or any alleged untrue statement or omission, made in the Prospectus, it shall not inure to the benefit of any Underwriter from whom the person asserting the claim purchased the Purchased Securities (or to the benefit of any person who controls such Underwriter) if a copy of the Prospectus (excluding documents incorporated by reference therein), as amended or supplemented prior to the written confirmation mentioned below, was not delivered to such person at or prior to the written confirmation of the sale of such Purchased Securities and the delivery thereof would constitute a defense against the claim asserted by such person. Insofar as this indemnity may permit indemnification for liabilities under the 1933 Act of any person who is a partner of an Underwriter or who controls an Underwriter within the meaning of Section 15 of the 1933 Act and who, at the date of this Agreement, is a director, officer or controlling person of the Company, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the 10 11 Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by such Underwriter through you expressly for use in the Registration Statement or the Prospectus. (c) In case any proceeding (including any governmental investigation or proceeding) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either of the two preceding subsections (a) and (b), such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing but failure to so notify an indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. The indemnifying party shall have the right to retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements as incurred of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Such separate firm shall be designated in writing by you in the case of parties indemnified pursuant to subsection (a) of this Section and by the Company in the case of parties indemnified pursuant to subsection (b) of this Section. SECTION 7. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 6 is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, the Company and the Underwriters of the Purchased Securities shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and one or more of such Underwriters in respect of such offering in such proportions as will reflect the relative benefits from the offering of such Purchased Securities received by the Company on the one hand and by such Underwriters on the other hand, provided that if the Purchased Securities are offered by Underwriters at an initial public offering price set forth in a Prospectus Supplement, the relative benefits shall be deemed to be such that the Underwriters shall be responsible for that portion of the aggregate losses, liabilities, claims, damages and expenses represented by the percentage that the underwriting discount appearing in such Prospectus Supplement bears to the initial public offering price appearing therein and the Company shall be responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company 11 12 within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as the Company. SECTION 8. Representations and Warranties to Survive Delivery. All representations and warranties contained in this Agreement, or contained in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any termination of this Agreement, or any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of any Purchased Securities to the Underwriters. SECTION 9. Termination. You may terminate this Agreement, immediately upon notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the date of this Agreement, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in your reasonable judgment, is material and adverse, which makes it impracticable to market the Purchased Securities or enforce contracts for the sale of the Purchased Securities, or (iii) if trading in the Common Stock of the Company has been suspended by the Commission or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal or New York authorities. In the event of any such termination, (x) the covenants set forth in Section 3 with respect to any offering of Purchased Securities shall remain in effect so long as any Underwriter owns any such Purchased Securities purchased from the Company pursuant to this Agreement and (y) the provisions of Section 5, the indemnity agreement set forth in Section 6, the contribution provisions set forth in Section 7, and the provisions of Section 8 and 13 shall remain in effect. SECTION 10. Default. If one or more of the Underwriters participating in an offering of Purchased Securities shall fail at the Closing Time to purchase the Purchased Securities which it or they are obligated to purchase hereunder (the "Defaulted Securities"), then you shall have the right, within 24 hours thereafter, to make arrangements satisfactory to the Company for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, during such 24 hours you shall not have completed such arrangements for the purchase of all of the Defaulted Securities, then: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Purchased Securities to be purchased pursuant to this Agreement, the non-defaulting Underwriters named in this Agreement shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Purchased Securities to be purchased pursuant to this Agreement, this Agreement shall terminate, without any liability on the part of any non-defaulting Underwriter or the Company. 12 13 No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. In the event of a default by any Underwriter or Underwriters as set forth in this Section, either you or the Company shall have the right to postpone the Closing Time, subject to termination of this Agreement as provided in subsection (b) above, for a period of not exceeding seven days in order that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements may be effected. SECTION 11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to you at your address set forth in Schedule A hereto; notices to the Company shall be directed to it at 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3123, attention of the Secretary with a copy to the Treasurer. SECTION 12. Parties. This Agreement shall inure to the benefit of and be binding upon you and the Company, and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Section 6 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties and their respective successors and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Purchased Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. SECTION 13. Governing Law. This Agreement shall be governed by the laws of the State of New York. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between you and us in accordance with its terms. Very truly yours, ROCKWELL INTERNATIONAL CORPORATION By: ------------------------------ CONFIRMED AND ACCEPTED, as of the date first above written: THE UNDERWRITERS NAMED IN SCHEDULE B HERETO By: ---------------------------------------- By: ---------------------------------------- 13 14 SCHEDULE A TERMS AGREEMENT Underwriting Agreement dated Representative: Title of Securities: Amount of Securities: Price to Public: Purchase Price: Delayed Delivery - Fee: Minimum principal amount of each Contract: Maximum aggregate principal amount of all Contracts: Closing - Office for delivery of Securities: Office for payment for Securities: Date and time of Closing: Office for checking Securities: Underwriting commissions or other compensation: Addresses for notices per Section 11: 15 SCHEDULE B Underwriting Agreement dated PRINCIPAL UNDERWRITER AMOUNT ----------- --------- ------- ======= 16 EXHIBIT I ROCKWELL INTERNATIONAL CORPORATION (A DELAWARE CORPORATION) [TITLE OF SECURITY] DELAYED DELIVERY CONTRACT , 19 ROCKWELL INTERNATIONAL CORPORATION [ ] Attention: [ ] Dear Sirs: The undersigned hereby agrees to purchase from Rockwell International Corporation (the "Company") and the Company agrees to sell to the undersigned on _________________, 19__ (the "Delivery Date"), _____________ principal amount of the Company's _______________________ (the "Securities"), offered by the Company's Prospectus dated ___________, 19__, as supplemented by its Prospectus Supplement dated __________________, 19__, receipt of which is hereby acknowledged, at a purchase price of ___% the principal amount thereof, plus accrued interest from _________________, 19__, to the Delivery Date, and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the Company or its order by certified or official bank check in New York Clearing House funds, at the office of [name and address] or at such other place as the undersigned and the Company shall agree, on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such authorized denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company, on or before _______________, 19__, shall have sold to the Underwriters of the Securities (the "Underwriters") such principal amount of the Securities as is to be sold to them pursuant to the Underwriting Agreement dated ______________, 19__, between the Company and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the Company that all necessary corporate action for the due execution and delivery 17 of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the Company and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the Company will not accept Delayed Delivery Contracts for an aggregate principal amount of Securities in excess of $_____________ and that the acceptance of any Delayed Delivery Contract is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at the address set forth below. This will become a binding contract between the Company and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, ---------------------------- (Name of Purchaser) By -------------------------- (Title) --------------------------- --------------------------- (Address) Accepted as of the date first above written. ROCKWELL INTERNATIONAL CORPORATION By --------------------------------- 18 PURCHASER - PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed is as follows: (Please print.) Telephone No. Name (including Area Code) ---- --------------------- EX-5 3 OPINION OF CHADBOURNE & PARKE 1 Letterhead of Chadbourne & Parke LLP 30 Rockefeller Plaza New York, New York 10112 (212) 408-5100 August 10, 1995 Rockwell International Corporation 2201 Seal Beach Boulevard Seal Beach, California 90740-8250 Dear Sirs: In connection with the registration under the Securities Act of 1933, as amended (the "Act"), of $300,000,000 aggregate principal amount of debt securities (the "Debt Securities") of Rockwell International Corporation, a Delaware corporation (the "Company"), to be issued and sold by the Company from time to time in one or more series in accordance with Rule 415 under the Act pursuant to an Indenture dated as of October 1, 1982 (the "Indenture"), between the Company and Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company), as Trustee, as supplemented by a First Supplemental Indenture dated as of February 27, 1987 (the "First Supplemental Indenture") (the Indenture and the First Supplemental Indenture are hereinafter collectively referred to as the "Indenture"), we advise as follows: 2 Rockwell International Corporation -2- August 10, 1995 As counsel for the Company, we are familiar with the Restated Certificate of Incorporation and By-Laws of the Company, each as amended to the date hereof, and we have reviewed the Registration Statement on Form S-3 to be filed by the Company under the Act with respect to the Debt Securities (the "Registration Statement") and the corporate proceedings taken by the Company in connection with the authorization of the Debt Securities. We have also examined originals, or copies certified to our satisfaction, of such corporate records of the Company and other instruments, certificates of public officials and representatives of the Company, and other documents as we have deemed necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. As to questions of fact material to this opinion, we have, when relevant facts were not independently established, relied upon certificates of officers of the Company and appropriate public officials. On the basis of the foregoing, and having regard for such legal considerations as we deem relevant, we are of the opinion that when (i) the Registration Statement has become effective under the Act, (ii) the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, 3 Rockwell International Corporation -3- August 10, 1995 and (iii) the Debt Securities have been duly authorized, executed and authenticated as provided in the Indenture and delivered against payment therefor, the Debt Securities will be legally and validly issued and will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights in general, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). We express no opinion herein as to any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. We also hereby consent to the reference to this firm under the caption "Legal Matters" in the Prospectus constituting a part of the Registration Statement. Very truly yours, CHADBOURNE & PARKE LLP EX-24 4 POWER OF ATTORNEY 1 POWER OF ATTORNEY We, the undersigned directors and officers of Rockwell International Corporation (the Corporation), hereby severally constitute CHARLES H. HARFF, WILLIAM J. CALISE, JR. AND PETER R. KOLYER, and each of them, singly, our true and lawful attorneys with full power to them and each of them to sign for us, and in our names and in the capacities indicated below, Registration Statements and any and all amendments (including post-effective amendments) and supplements thereto for the purpose of registering under the Securities Act of 1933, as amended, (a) additional debt securities of the Corporation in an aggregate principal amount of up to $300,000,000 and (b) securities to be sold pursuant to (i) the Corporation's 1995 Long-Term Incentives Plan, (ii) the Corporation's Directors Stock Plan, (iii) the Allen-Bradley Employee Savings Plan for Salaried Employees, (iv) the Allen-Bradley Employee Savings Plan for Hourly Employees, (v) the Reliance Electric Company Savings and Investment Plan and (vi) the Electronics Productions Employees' Savings Plan.
Signature Title Date --------- ----- ---- /s/ DONALD R. BEALL Chairman of the Board and Chief Executive July 10, 1995 -------------------------------- Officer (principal executive officer) and Director Donald R. Beall /s/ LEW ALLEN, JR. Director July 10, 1995 -------------------------------- Lew Allen, Jr. /s/ RICHARD M. BRESSLER Director July 10, 1995 -------------------------------- Richard M. Bressler /s/ John J. CREEDON Director July 10, 1995 -------------------------------- John J. Creedon /s/ DON H. DAVIS Director July 10, 1995 -------------------------------- Don H. Davis /s/ ROBIN CHANDLER DUKE Director July 10, 1995 -------------------------------- Robin Chandler Duke /s/ JUDITH L. ESTRIN Director July 10, 1995 -------------------------------- Judith L. Estrin /s/ WILLIAM H. GRAY, III Director July 10, 1995 -------------------------------- William H. Gray, III /s/ JAMES CLAYBURN LA FORCE, JR. Director July 10, 1995 -------------------------------- James Clayburn La Force, Jr. /s/ WILLIAM T. MCCORMICK, JR. Director July 10, 1995 -------------------------------- William T. McCormick, Jr. /s/ JOHN D. NICHOLS Director July 10, 1995 -------------------------------- John D. Nichols /s/ BRUCE M. ROCKWELL Director July 10, 1995 -------------------------------- Bruce M. Rockwell /s/ WILLIAM S. SNEATH Director July 10, 1995 -------------------------------- William S. Sneath /s/ JOSEPH F. TOOT, JR. Director July 10, 1995 -------------------------------- Joseph F. Toot, Jr. /s/ W. MICHAEL BARNES Senior Vice President, Finance & Planning and Chief July 10, 1995 -------------------------------- Financial Officer (principal financial officer) W. Michael Barnes /s/ LAWRENCE J. KOMATZ Vice President and Controller (principal accounting July 10, 1995 ------------------------------- officer) Lawrence J. Komatz
EX-25 5 T-1 STATEMENT 1 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 -------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------------ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____ ------------------------------------------------ CHEMICAL BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) ----------------------------------------------------------- ROCKWELL INTERNATIONAL CORPORATION (Exact name of obligor as specified in its charter) DELAWARE 95-1054708 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 2201 SEAL BEACH BOULEVARD SEAL BEACH, CA 90740-8250 (Address of principal executive offices) (Zip Code) ------------------------------------------- DEBT SECURITIES (Title of the indenture securities) -------- 2 GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 and Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. - 2 - 3 Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 33-84460, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Chemical Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 3RD day of AUGUST, 1995. CHEMICAL BANK By /s/ Anne G. Brenner ------------------------- Anne G. Brenner Assistant Vice President - 3 - 4 Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF Chemical Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 1995, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts ASSETS in Millions Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,797 Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . 2,523 Securities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Held to maturity securities . . . . . . . . . . . . . . . . . . . . . . . . 6,195 Available for sale securities . . . . . . . . . . . . . . . . . . . . . . . . 17,785 Federal Funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . 2,493 Securities purchased under agreements to resell . . . . . . . . . . 50 Loans and lease financing receivables: Loans and leases, net of unearned income $68,937 Less: Allowance for loan and lease losses 1,898 Less: Allocated transfer risk reserve . . . 113 -------- Loans and leases, net of unearned income, allowance, and reserve . . . . . . . . . . . . . . . . . . . . . . 66,926 Trading Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,294 Premises and fixed assets (including capitalized leases) . . . . . . . . . . 1,402 Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . 99 Investments in unconsolidated subsidiaries and associated companies . . . . 148 Customer's liability to this bank on acceptances outstanding . . . . . . . . 1,051 Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 512 Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,759 ------- TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $149,034 ========
- 4 - 5 LIABILITIES Deposits In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . $44,882 Noninterest-bearing . . . . . . . . . . . . . . . . . . . . $14,690 Interest-bearing . . . . . . . . . . . . . . . . . . . . . 30,192 ------ In foreign offices, Edge and Agreement subsidiaries, and IBF's . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,537 Noninteresting-bearing . . . . . . . . . . . . . . . . . . . .$146 Interest-bearing . . . . . . . . . . . . . . . . . . . . . .32,391 ------ Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . 10,587 Securities sold under agreements to repurchase . . . . . . . . . . 3,083 Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . 464 Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,358 Other Borrowed money: With original maturity of one year or less . . . . . . . . . . . . 7,527 With original maturity of more than one year . . . . . . . . . . . 914 Mortgage indebtedness and obligations under capitalized leases . . . . . . . 20 Bank's liability on acceptances executed and outstanding . . . . . . . . . . 1,054 Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . 3,410 Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,986 TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,822 ------- EQUITY CAPITAL Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 620 Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,501 Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . 2,558 Net unrealized holding gains (losses) on available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . (476) Cumulative foreign currency translation adjustments . . . . . . . . . . . . 9 TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,212 ----- TOTAL LABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . $149,034 ========
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WALTER V. SHIPLEY ) EDWARD D. MILLER )DIRECTORS WILLIAM B. HARRISON ) - 5 -