<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEW ROCKWELL INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(TO BE CHANGED TO ROCKWELL INTERNATIONAL CORPORATION)
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Delaware 25-1797617
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF IDENTIFICATION
INCORPORATION OR ORGANIZATION) NO.)
2201 Seal Beach Boulevard 90740-8250
Seal Beach, California (ZIP CODE)
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
</TABLE>
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ROCKWELL INTERNATIONAL CORPORATION 1995 LONG-TERM INCENTIVES PLAN,
ROCKWELL INTERNATIONAL CORPORATION 1988 LONG-TERM INCENTIVES PLAN AND
ROCKWELL INTERNATIONAL CORPORATION 1979 STOCK PLAN FOR KEY EMPLOYEES
(FULL TITLE OF THE PLANS)
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WILLIAM J. CALISE, JR. Esq.
Senior Vice President, General Counsel and Secretary
New Rockwell International Corporation
2201 Seal Beach Boulevard
Seal Beach, California 90740-8250
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(310) 797-5362
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copy to:
PETER R. KOLYER, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED
AMOUNT OFFERING MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock, par value $1 per
share (including the associated
Preferred Share Purchase
Rights).......................... 24,243,570 shares(1) $23.81(2) $577,239,401(2) $199,050
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Class A Common Stock, par value $1
per share (including the
associated Preferred Share
Purchase Rights)................. 23,000 shares $23.81 $547,630 $189
</TABLE>
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(1) There are also registered hereunder up to 23,000 shares of Common Stock
of the Registrant issuable upon the conversion of shares of Class A Common Stock
into shares of Common Stock upon the occurrence of certain events. Pursuant to
Rule 457(i) under the Securities Act of 1933, as amended (the Securities Act),
no additional registration fee is payable.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act, based on the book value as of
June 30, 1996 of the assets to be received by the Registrant in the transaction
in which the shares of the Registrant's securities registered pursuant to
Registration Statement No. 333-14969 will be issued.
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the Commission), are incorporated herein by reference and
made a part hereof:
(a) Proxy Statement-Prospectus dated October 29, 1996, filed (Registration
No. 333-14969) by New Rockwell International Corporation (New Rockwell) pursuant
to Rule 424(b) under the Securities Act.
(b) Item 1 of the Registration Statement on Form 8-A pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act),
filed by New Rockwell October 30, 1996.
(c) Item 1 of the Registration Statement on Form 8-A pursuant to Section
12(g) of the Exchange Act, filed by New Rockwell October 30, 1996.
All documents subsequently filed by New Rockwell pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and be a part hereof from the date
of 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 Registration Statement 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 Registration Statement, except as so modified or
superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
This Item is not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
William J. Calise, Jr., Esq., who has passed upon the legality of any newly
issued Common Stock of New Rockwell covered by this Registration Statement, is
Senior Vice President, General Counsel and Secretary of New Rockwell.
ITEM 6. 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).
Article IX of New Rockwell's Certificate of Incorporation eliminates, and
the last paragraph of Article Seventh of New Rockwell's Restated Certificate of
Incorporation to be filed with the Secretary of State of the State of Delaware
will eliminate, monetary liability of directors for breach of fiduciary duty as
directors to the extent permitted by Delaware law.
Section 14 of Article III of the By-Laws of New Rockwell provides for the
indemnification of directors and officers of New Rockwell to the extent
permitted by Delaware law. Section 13 of Article III of the New Rockwell By-Laws
and the appendix thereto entitled Procedures for Submission and Determination of
Claims for Indemnification Pursuant to Article III, Section 13 of the By-Laws to
be adopted by New Rockwell will provide, in substance, for the indemnification
of directors, officers, employees and agents of New Rockwell to the extent
permitted by Delaware law.
New Rockwell's directors and officers are insured against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act.
In addition, New Rockwell 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
II-1
<PAGE> 3
liabilities under the Securities Act, or to contribution with respect to
payments which New Rockwell or such persons may be required to make in respect
thereof.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
This Item is not applicable.
ITEM 8. EXHIBITS.
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3-a --New Rockwell's Certificate of Incorporation, filed as Exhibit 3-a to
Registration Statement No. 333-14969, is incorporated herein by reference.
3-b --New Rockwell's By-Laws, filed as Exhibit 3-b to Registration Statement No.
333-14969, is incorporated herein by reference.
4-a --Form of Restated Certificate of Incorporation of New Rockwell to be filed
with the Secretary of State of the State of Delaware, filed as Exhibit 4-a to
Registration Statement No. 333-14969, is incorporated herein by reference.
4-b --Form of By-Laws of New Rockwell to be adopted by New Rockwell, filed as
Exhibit 4-b to Registration Statement No. 333-14969, is incorporated herein
by reference.
4-c --Rights Agreement dated as of November 30, 1996 between New Rockwell and
ChaseMellon Shareholder Services, L.L.C., as rights agent.
4-d-1 --Copy of the 1995 Long-Term Incentives Plan of Rockwell International
Corporation (Rockwell), filed as Exhibit 10-e-1 to Rockwell's Annual Report
on Form 10-K for the fiscal year ended September 30, 1994, is incorporated
herein by reference.
4-d-2 --Copy of resolution of the Board of Directors of Rockwell, adopted September
11, 1996, amending Rockwell's 1995 Long-Term Incentives Plan, filed as
Exhibit 10-c-2 to Registration Statement No. 333-14969, is incorporated
herein by reference.
4-d-3 --Forms of Stock Option Agreements under Rockwell's 1995 Long-Term Incentives
Plan, filed as Exhibit 10-e-2 to Rockwell's Annual Report on Form 10-K for
the year ended September 30, 1994, are hereby incorporated by reference.
4-e-1 --Copy of Rockwell's 1988 Long-Term Incentives Plan, as amended through
November 30, 1994, filed as Exhibit 10-d-1 to Rockwell's Annual Report on
Form 10-K for the year ended September 30, 1994, is hereby incorporated by
reference.
4-e-2 --Forms of Stock Option Agreements under Rockwell's 1988 Long-Term Incentives
Plan for options granted prior to May 1, 1992, filed as Exhibit 10-d-2 to
Rockwell's Annual Report on Form 10-K for the year ended September 30, 1988,
are hereby incorporated by reference.
4-e-3 --Forms of Stock Option and Stock Appreciation Rights Agreements under
Rockwell's 1988 Long-Term Incentives Plan for options and stock appreciation
rights granted prior to May 1, 1992, filed as Exhibit 10-d-3 to Rockwell's
Annual Report on Form 10-K for the year ended September 30, 1988, are hereby
incorporated by reference.
4-e-4 --Form of Stock Option Agreement under Rockwell's 1988 Long-Term Incentives
Plan for options granted after May 1, 1992 and prior to March 1, 1993, filed
as Exhibit 28-a-1 to Rockwell's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992, is hereby incorporated by reference.
4-e-5 --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term Incentives
Plan for options granted after March 1, 1993 and prior to November 1, 1993,
filed as Exhibit 28-a to Rockwell's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993, are hereby incorporated by reference.
4-e-6 --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term Incentives
Plan for options granted after November 1, 1993 and before December 1, 1994,
filed as Exhibit 10-d-6 to Rockwell's Annual Report on Form 10-K for the year
ended September 30, 1993, are hereby incorporated by reference.
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4-e-7 --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term Incentives
Plan for options granted after December 1, 1994, filed as Exhibit 10-d-7 to
Rockwell's Annual Report on Form 10-K for the year ended September 30, 1994,
are hereby incorporated by reference.
4-f-1 --Copy of Rockwell's 1979 Stock Plan for Key Employees, as amended, filed as
Exhibit 4-d-1 to Registration Statement No. 33-11946, is hereby incorporated
by reference.
4-f-2 --Forms of Stock Option and Stock Appreciation Rights Agreements under
Rockwell's 1979 Stock Plan for Key Employees, as amended, for options and
stock appreciation rights granted after December 1, 1987, filed as Exhibit
10-b-7 to Rockwell's Annual Report on Form 10-K for the year ended September
30, 1987, are hereby incorporated by reference.
4-f-3 --Copy of resolution of the Board of Directors of Rockwell, adopted May 7,
1980, adjusting the number of shares subject to outstanding options and stock
appreciation rights under Rockwell's 1979 Stock Option Plan for Key Employees
(now the 1979 Stock Plan for Key Employees, as amended) and the number of
shares transferable under Rockwell's Incentive Compensation Plan, filed as
Exhibit 10-d-2 to Rockwell's Annual Report on Form 10-K for the year ended
September 30, 1987, is hereby incorporated by reference.
4-f-4 --Copy of resolution of the Board of Directors of Rockwell, adopted May 4,
1983, adjusting the number of shares subject to outstanding options and stock
appreciation rights under Rockwell's 1979 Stock Plan for Key Employees, as
amended, filed as Exhibit 4-e-5 to Registration Statement No. 33-11946, is
hereby incorporated by reference.
4-f-5 --Copy of resolution of the Board of Directors of Rockwell, adopted February
11, 1987, adjusting the number of shares subject to outstanding options and
stock appreciation rights under Rockwell's 1979 Stock Plan for Key Employees,
as amended, filed as Exhibit 4-e-6 to Registration Statement No. 33-11946, is
hereby incorporated by reference.
4-g-1 --Copy of resolution adopted by the Board of Directors of Rockwell on November
6, 1996, amending Rockwell's 1988 Long-Term Incentives Plan and 1995
Long-Term Incentives Plan.
4-g-2 --Copy of resolution adopted by the Board of Directors of Rockwell on November
6, 1996, adjusting outstanding awards under Rockwell's (i) 1979 Stock Plan
for Key Employees, (ii) 1988 Long-Term Incentives Plan, (iii) 1995 Long-Term
Incentives Plan and (iv) Directors Stock Plan.
4-g-3 --Copy of resolution adopted by the Board of Directors of Rockwell on November
6, 1996 authorizing the assignment of certain compensation and employee
benefit plans to New Rockwell, including Rockwell's (i) 1979 Stock Plan for
Key Employees, (ii) 1988 Long-Term Incentives Plan, (iii) 1995 Long-Term
Incentives Plan, (iv) Directors Stock Plan, (v) Incentive Compensation Plan,
(vi) Deferred Compensation Plan and (vii) Annual Incentive Compensation Plan
for Senior Executive Officers.
4-g-4 --Form of resolution proposed to be adopted by the Board of Directors of New
Rockwell assuming and adopting Rockwell's (i) 1979 Stock Plan for Key
Employees, (ii) 1988 Long-Term Incentives Plan, (iii) 1995 Long-Term
Incentives Plan, (iv) Directors Stock Plan, (v) Incentive Compensation Plan,
(vi) Deferred Compensation Plan and (vii) Annual Incentive Compensation Plan
for Senior Executive Officers.
5 --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of New Rockwell, as to the legality of any newly issued
Common Stock of New Rockwell covered by this Registration Statement.
23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth on page
II-6 of this Registration Statement.
23-b --Consent of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of New Rockwell, contained in his opinion filed as
Exhibit 5 to this Registration Statement.
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II-3
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23-c --Consent of Chadbourne & Parke LLP, set forth on page II-6 of this
Registration Statement.
24 --Power of Attorney authorizing certain persons to sign this Registration
Statement and amendments hereto on behalf of certain directors and officers
of the Company, filed as Exhibit 24 to Registration Statement No. 333-14969,
is incorporated herein by reference.
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ITEM 9. UNDERTAKINGS.
A. New Rockwell 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 this 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 this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
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 with or
furnished to the Commission by New Rockwell pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference in this 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.
(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 New Rockwell's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this 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.
B. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of New Rockwell
pursuant to the foregoing provisions, or otherwise, New Rockwell has been
advised that in the opinion of the Securities and Exchange 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 New Rockwell of expenses
incurred or paid by a director, officer or controlling person of New Rockwell in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, New Rockwell 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-4
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SEAL BEACH, STATE OF CALIFORNIA ON THE 27TH DAY OF
NOVEMBER, 1996.
NEW ROCKWELL INTERNATIONAL
CORPORATION
/s/ WILLIAM J. CALISE, JR.
By
(WILLIAM J. CALISE, JR., SENIOR VICE
PRESIDENT,
GENERAL COUNSEL AND SECRETARY)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON THE 27TH DAY OF NOVEMBER, 1996 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
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SIGNATURE TITLE
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<S> <C>
DONALD R. BEALL* Chairman of the Board and Chief Executive
Officer (principal executive officer) and
Director
DON H. DAVIS, 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)
/s/ WILLIAM J. CALISE,
JR.
* By
(WILLIAM J. CALISE, JR., ATTORNEY-IN-FACT)**
</TABLE>
** By authority of the powers of attorney filed as Exhibit 24 to New Rockwell's
Registration Statement on Form S-4 (Registration No. 333-14969).
II-5
<PAGE> 7
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of New Rockwell International Corporation, in respect to the Rockwell
International Corporation 1995 Long-Term Incentives Plan, Rockwell International
Corporation 1988 Long-Term Incentives Plan, and the Rockwell International
Corporation 1979 Stock Plan for Key Employees, of our reports dated July 31,
1996 on the consolidated financial statements and financial statement schedule
of Rockwell International Corporation, our reports dated July 31, 1996 on the
financial statements of the Aerospace and Defense Business of Rockwell
International Corporation, and our report dated September 16, 1996 on the
balance sheet of New Rockwell International Corporation all appearing in the
Proxy Statement-Prospectus which is part of the Registration Statement No.
333-14969 on Form S-4 of New Rockwell International Corporation.
We also consent to the references to us under the heading "Experts" in the
Prospectus which is part of this Registration Statement and in the Proxy
Statement-Prospectus which is part of the aforementioned Registration Statement
on Form S-4.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
November 26, 1996
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CONSENT OF COUNSEL
The consent of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of Rockwell, is included in his opinion filed as Exhibit 5
hereto.
CONSENT OF COUNSEL
We hereby consent to the reference to this firm and to the inclusion of the
summary of our opinion under the caption "Tax Consequences" in the Prospectus
related to this Registration Statement on Form S-8 filed by New Rockwell
International Corporation in respect of its 1995 Long-Term Incentives Plan, 1988
Long-Term Incentives Plan and 1979 Stock Plan for Key Employees.
CHADBOURNE & PARKE LLP
30 Rockefeller Plaza
New York, New York 10112
November 27, 1996
II-6
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EXHIBIT INDEX
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EXHIBIT
NUMBER PAGE
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3-a --New Rockwell's Certificate of Incorporation, filed as Exhibit 3-a to
Registration Statement No. 333-14969, is incorporated herein by
reference.
3-b --New Rockwell's By-Laws, filed as Exhibit 3-b to Registration Statement
No. 333-14969, is incorporated herein by reference.
4-a --Form of Restated Certificate of Incorporation of New Rockwell to be
filed with the Secretary of State of the State of Delaware, filed as
Exhibit 4-a to Registration Statement No. 333-14969, is incorporated
herein by reference.
4-b --Form of By-Laws of New Rockwell to be adopted by New Rockwell, filed as
Exhibit 4-b to Registration Statement No. 333-14969, is incorporated
herein by reference.
4-c --Rights Agreement dated as of November 30, 1996 between New Rockwell and
ChaseMellon Shareholder Services, L.L.C., as rights agent.
4-d-1 --Copy of the 1995 Long-Term Incentives Plan of Rockwell International
Corporation (Rockwell), filed as Exhibit 10-e-1 to Rockwell's Annual
Report on Form 10-K for the fiscal year ended September 30, 1994, is
incorporated herein by reference.
4-d-2 --Copy of resolution of the Board of Directors of Rockwell, adopted
September 11, 1996, amending Rockwell's 1995 Long-Term Incentives Plan,
filed as Exhibit 10-c-2 to Registration Statement No. 333-14969, is
incorporated herein by reference.
4-d-3 --Forms of Stock Option Agreements under Rockwell's 1995 Long-Term
Incentives Plan, filed as Exhibit 10-e-2 to Rockwell's Annual Report on
Form 10-K for the year ended September 30, 1994, are hereby incorporated
by reference.
4-e-1 --Copy of Rockwell's 1988 Long-Term Incentives Plan, as amended through
November 30, 1994, filed as Exhibit 10-d-1 to Rockwell's Annual Report
on Form 10-K for the year ended September 30, 1994, is hereby
incorporated by reference.
4-e-2 --Forms of Stock Option Agreements under Rockwell's 1988 Long-Term
Incentives Plan for options granted prior to May 1, 1992, filed as
Exhibit 10-d-2 to Rockwell's Annual Report on Form 10-K for the year
ended September 30, 1988, are hereby incorporated by reference.
4-e-3 --Forms of Stock Option and Stock Appreciation Rights Agreements under
Rockwell's 1988 Long-Term Incentives Plan for options and stock
appreciation rights granted prior to May 1, 1992, filed as Exhibit
10-d-3 to Rockwell's Annual Report on Form 10-K for the year ended
September 30, 1988, are hereby incorporated by reference.
4-e-4 --Form of Stock Option Agreement under Rockwell's 1988 Long-Term
Incentives Plan for options granted after May 1, 1992 and prior to March
1, 1993, filed as Exhibit 28-a-1 to Rockwell's Quarterly Report on Form
10-Q for the quarter ended June 30, 1992, is hereby incorporated by
reference.
4-e-5 --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term
Incentives Plan for options granted after March 1, 1993 and prior to
November 1, 1993, filed as Exhibit 28-a to Rockwell's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1993, are hereby
incorporated by reference.
4-e-6 --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term
Incentives Plan for options granted after November 1, 1993 and before
December 1, 1994, filed as Exhibit 10-d-6 to Rockwell's Annual Report on
Form 10-K for the year ended September 30, 1993, are hereby incorporated
by reference.
4-e-7 --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term
Incentives Plan for options granted after December 1, 1994, filed as
Exhibit 10-d-7 to Rockwell's Annual Report on Form 10-K for the year
ended September 30, 1994, are hereby incorporated by reference.
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EXHIBIT
NUMBER PAGE
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4-f-1 --Copy of Rockwell's 1979 Stock Plan for Key Employees, as amended, filed
as Exhibit 4-d-1 to Registration Statement No. 33-11946, is hereby
incorporated by reference.
4-f-2 --Forms of Stock Option and Stock Appreciation Rights Agreements under
Rockwell's 1979 Stock Plan for Key Employees, as amended, for options
and stock appreciation rights granted after December 1, 1987, filed as
Exhibit 10-b-7 to Rockwell's Annual Report on Form 10-K for the year
ended September 30, 1987, are hereby incorporated by reference.
4-f-3 --Copy of resolution of the Board of Directors of Rockwell, adopted May 7,
1980, adjusting the number of shares subject to outstanding options and
stock appreciation rights under Rockwell's 1979 Stock Option Plan for
Key Employees (now the 1979 Stock Plan for Key Employees, as amended)
and the number of shares transferable under Rockwell's Incentive
Compensation Plan, filed as Exhibit 10-d-2 to Rockwell's Annual Report
on Form 10-K for the year ended September 30, 1987, is hereby
incorporated by reference.
4-f-4 --Copy of resolution of the Board of Directors of Rockwell, adopted May 4,
1983, adjusting the number of shares subject to outstanding options and
stock appreciation rights under Rockwell's 1979 Stock Plan for Key
Employees, as amended, filed as Exhibit 4-e-5 to Registration Statement
No. 33-11946, is hereby incorporated by reference.
4-f-5 --Copy of resolution of the Board of Directors of Rockwell, adopted
February 11, 1987, adjusting the number of shares subject to outstanding
options and stock appreciation rights under Rockwell's 1979 Stock Plan
for Key Employees, as amended, filed as Exhibit 4-e-6 to Registration
Statement No. 33-11946, is hereby incorporated by reference.
4-g-1 --Copy of resolution adopted by the Board of Directors of Rockwell on
November 6, 1996, amending Rockwell's 1988 Long-Term Incentives Plan and
1995 Long-Term Incentives Plan.
4-g-2 --Copy of resolution adopted by the Board of Directors of Rockwell on
November 6, 1996, adjusting outstanding awards under Rockwell's (i) 1979
Stock Plan for Key Employees, (ii) 1988 Long-Term Incentives Plan, (iii)
1995 Long-Term Incentives Plan and (iv) Directors Stock Plan.
4-g-3 --Copy of resolution adopted by the Board of Directors of Rockwell on
November 6, 1996 authorizing the assignment of certain compensation and
employee benefit plans to New Rockwell, including Rockwell's (i) 1979
Stock Plan for Key Employees, (ii) 1988 Long-Term Incentives Plan, (iii)
1995 Long-Term Incentives Plan, (iv) Directors Stock Plan, (v) Incentive
Compensation Plan and (vi) Deferred Compensation Plan, (vii) Annual
Incentive Compensation Plan for Senior Executive Officers.
4-g-4 --Form of resolution proposed to be adopted by the Board of Directors of
New Rockwell assuming and adopting Rockwell's (i) 1979 Stock Plan for
Key Employees, (ii) 1988 Long-Term Incentives Plan, (iii) 1995 Long-Term
Incentives Plan, (iv) Directors Stock Plan, (v) Incentive Compensation
Plan, (vi) Deferred Compensation Plan and (vii) Annual Incentive
Compensation Plan for Senior Executive Officers.
5 --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of New Rockwell, as to the legality of any newly
issued Common Stock of New Rockwell covered by this Registration
Statement.
23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth on
page II-6 of this Registration Statement.
23-b --Consent of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of New Rockwell, contained in his opinion filed as
Exhibit 5 to this Registration Statement.
</TABLE>
<PAGE> 10
<TABLE>
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EXHIBIT
NUMBER PAGE
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23-c --Consent of Chadbourne & Parke LLP, set forth on page II-6 of this
Registration Statement.
24 --Power of Attorney authorizing certain persons to sign this Registration
Statement and amendments hereto on behalf of certain directors and
officers of the Company, filed as Exhibit 24 to Registration Statement
No. 333-14969, is incorporated herein by reference.
</TABLE>
<PAGE> 1
EXHIBIT 4-c
_______________________________________________________________________________
NEW ROCKWELL INTERNATIONAL CORPORATION
and
CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as
Rights Agent
Rights Agreement
Dated as of November 30, 1996
_______________________________________________________________________________
<PAGE> 2
TABLE OF CONTENTS
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Section 1. Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2. Appointment of Rights Agent . . . . . . . . . . . . . . . . . . . . 7
Section 3. Issue of Right Certificates . . . . . . . . . . . . . . . . . . . . 7
Section 4. Form of Right Certificates . . . . . . . . . . . . . . . . . . . . . 9
Section 5. Countersignature and Registration . . . . . . . . . . . . . . . . . 10
Section 6. Transfer, Split Up, Combination and
Exchange of Right Certificates;
Mutilated, Destroyed, Lost or
Stolen Right Certificates . . . . . . . . . . . . . . . . . . . . . 11
Section 7. Exercise of Rights; Purchase Price;
Expiration Date of Rights . . . . . . . . . . . . . . . . . . . . . 13
Section 8. Cancellation and Destruction of
Right Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 9. Availability of Preferred Shares . . . . . . . . . . . . . . . . . . 15
Section 10. Preferred Shares Record Date . . . . . . . . . . . . . . . . . . . . 16
Section 11. Adjustment of Purchase Price, Number of
Shares or Number of Rights . . . . . . . . . . . . . . . . . . . . . 17
Section 12. Certificate of Adjusted Purchase Price
or Number of Shares . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 13. Consolidation, Merger or Sale or Transfer
of Assets or Earning Power . . . . . . . . . . . . . . . . . . . . . 31
Section 14. Fractional Rights and Fractional Shares . . . . . . . . . . . . . . 33
Section 15. Rights of Action . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 16. Agreement of Right Holders . . . . . . . . . . . . . . . . . . . . . 37
Section 17. Right Certificate Holder Not Deemed a
Shareowner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
</TABLE>
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<PAGE> 3
<TABLE>
<S> <C> <C>
Section 18. Concerning the Rights Agent . . . . . . . . . . . . . . . . . . . . 38
Section 19. Merger or Consolidation or Change of
Name of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 20. Duties of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . 40
Section 21. Change of Rights Agent . . . . . . . . . . . . . . . . . . . . . . . 44
Section 22. Issuance of New Right Certificates . . . . . . . . . . . . . . . . . 46
Section 23. Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 24. Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 25. Notice of Certain Events . . . . . . . . . . . . . . . . . . . . . . 50
Section 26. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 27. Supplements and Amendments . . . . . . . . . . . . . . . . . . . . . 53
Section 28. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 29. Benefits of this Agreement . . . . . . . . . . . . . . . . . . . . . 54
Section 30. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 31. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 32. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 33. Descriptive Headings . . . . . . . . . . . . . . . . . . . . . . . . 55
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Exhibit A - Form of Right Certificate
</TABLE>
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<PAGE> 4
RIGHTS AGREEMENT
Agreement, dated as of November 30, 1996, between New Rockwell
International Corporation, a Delaware corporation which, following the Spin-Off
(as defined herein), will be renamed Rockwell International Corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent").
The Board of Directors of the Company has authorized and
declared a dividend of one preferred share purchase right (a "Right") for each
Common Share (as hereinafter defined) of the Company to be issued in the
distribution of Common Shares (the "Spin-Off") by Rockwell International
Corporation, a Delaware corporation, to its shareowners, each Right
representing the right to purchase one one-hundredth of a Preferred Share (as
hereinafter defined), upon the terms and subject to the conditions herein set
forth, and has further authorized and directed the issuance of one Right with
respect to each Common Share that shall become outstanding between the
effective date of the Spin-Off (the "Record Date") and the earliest of the
Distribution Date, the Redemption Date and the Final Expiration Date (as such
terms are hereinafter defined).
Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
<PAGE> 5
Section 1. Certain Definitions. For purposes of this
Agreement, the following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and Associates
(as such terms are hereinafter defined) of such Person, shall be the Beneficial
Owner (as such term is hereinafter defined) of 20% or more of the Common Shares
of the Company then outstanding, but shall not include the Company, any
Subsidiary (as such term is hereinafter defined) of the Company, any employee
benefit plan of the Company or any Subsidiary of the Company, or any entity
holding Common Shares for or pursuant to the terms of any such plan.
Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as
the result of an acquisition of Common Shares by the Company which, by reducing
the number of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 20% or more of the Common Shares of the
Company then outstanding; provided, however, that if a Person shall become the
Beneficial Owner of 20% or more of the Common Shares of the Company then
outstanding by reason of share purchases by the Company and shall, after such
share purchases by the Company, become the Beneficial Owner of any additional
Common Shares of the Company, then such Person shall be deemed to be an
"Acquiring Person". Notwithstanding the foregoing, if the Board of Directors
of the Company determines in good faith that a Person who would otherwise be an
"Acquiring Person", as defined pursuant
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<PAGE> 6
to the foregoing provisions of this paragraph (a), has become such
inadvertently, and such Person divests as promptly as practicable a sufficient
number of Common Shares so that such Person would no longer be an "Acquiring
Person", as defined pursuant to the foregoing provisions of this paragraph (a),
then such Person shall not be deemed to be an "Acquiring Person" for any
purposes of this Agreement.
(b) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as in effect on the date of this Agreement.
(c) A Person shall be deemed the "Beneficial Owner" of and
shall be deemed to "beneficially own" any securities:
(i) which such Person or any of such Person's Affiliates
or Associates beneficially owns, directly or indirectly;
(ii) which such Person or any of such Person's Affiliates
or Associates has (A) the right to acquire (whether such right is
exercisable immediately or only after the passage of time) pursuant
to any agreement, arrangement or understanding (other than customary
agreements with and between underwriters and selling group members
with respect to a bona fide public offering of securities), or upon
the exercise of conversion
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<PAGE> 7
rights, exchange rights, rights (other than the Rights), warrants or
options, or otherwise; provided, however, that a Person shall not be
deemed the Beneficial Owner of, or to beneficially own, securities
tendered pursuant to a tender or exchange offer made by or on behalf
of such Person or any of such Person's Affiliates or Associates until
such tendered securities are accepted for purchase or exchange; or (B)
the right to vote pursuant to any agreement, arrangement or
understanding; provided, however, that a Person shall not be deemed
the Beneficial Owner of, or to beneficially own, any security if the
agreement, arrangement or understanding to vote such security (1)
arises solely from a revocable proxy or consent given to such Person
in response to a public proxy or consent solicitation made pursuant
to, and in accordance with, the applicable rules and regulations
promulgated under the Exchange Act and (2) is not also then reportable
on Schedule 13D under the Exchange Act (or any comparable or successor
report); or
(iii) which are beneficially owned, directly or indirectly,
by any other Person with which such Person or any of such Person's
Affiliates or Associates has any agreement, arrangement or
understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide
public offering of securities) for the purpose of acquiring, holding,
voting (except to the extent contemplated by the proviso to Section
1(c)(ii)(B)) or
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<PAGE> 8
disposing of any securities of the Company.
Notwithstanding anything in this definition of Beneficial
Ownership to the contrary, the phrase "then outstanding", when used with
reference to a Person's Beneficial Ownership of securities of the Company,
shall mean the number of such securities then issued and outstanding together
with the number of such securities not then actually issued and outstanding
which such Person would be deemed to own beneficially hereunder.
(d) "Business Day" shall mean any day other than a Saturday,
a Sunday, or a day on which banking institutions in New York are authorized or
obligated by law or executive order to close.
(e) "Class A Common Stock" shall mean the Class A Common
Stock, par value $1 per share, of the Company.
(f) "Close of business" on any given date shall mean 5:00
P.M., New York City time, on such date; provided, however, that if such date
is not a Business Day it shall mean 5:00 P.M., New York City time, on the next
succeeding Business Day.
(g) "Common Shares" when used with reference to the Company
shall mean the shares of Common Stock (as such term is hereinafter defined)
and, until all of the issued and outstanding shares of Class A Common Stock are
converted into Common Stock, the shares of Class A Common Stock. "Common
Shares" when used with reference to any Person other than the Company shall
mean the
-5-
<PAGE> 9
capital stock (or equity interest) with the greatest voting power of such other
Person or, if such other Person is a Subsidiary of another Person, the Person
or Persons which ultimately control such first-mentioned Person.
(h) "Common Stock" shall mean the Common Stock, par value
$1 per share, of the Company.
(i) "Distribution Date" shall have the meaning set forth in
Section 3 hereof.
(j) "Final Expiration Date" shall have the meaning set forth
in Section 7 hereof.
(k) "Person" shall mean any individual, firm, corporation or
other entity, and shall include any successor (by merger or otherwise) of such
entity.
(l) "Preferred Shares" shall mean shares of Series A Junior
Participating Preferred Stock, without par value, of the Company having the
rights and preferences set forth in the Certificate of Incorporation of the
Company.
(m) "Redemption Date" shall have the meaning set forth in
Section 7 hereof.
(n) "Shares Acquisition Date" shall mean the first date of
public announcement by the Company or an Acquiring Person that an Acquiring
Person has become such.
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<PAGE> 10
(o) "Subsidiary" of any Person shall mean any corporation or
other entity of which a majority of the voting power of the voting equity
securities or equity interest is owned, directly or indirectly, by such Person.
Section 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company and the holders of
the Rights (who, in accordance with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the Common Shares) in accordance with
the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such co-Rights Agents
as it may deem necessary or desirable.
Section 3. Issue of Right Certificates. (a) Until the
earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the
tenth Business Day (or such later date as may be determined by action of the
Board of Directors prior to such time as any Person becomes an Acquiring
Person) after the date of the commencement by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of the
Company or of any Subsidiary of the Company or any entity holding Common Shares
for or pursuant to the terms of any such plan) of, or of the first public
announcement of the intention of any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company or any entity holding Common Shares for or pursuant
to the terms of any such
-7-
<PAGE> 11
plan) to commence, a tender or exchange offer the consummation of which would
result in any Person becoming the Beneficial Owner of Common Shares aggregating
20% or more of the then outstanding Common Shares (the earlier of such dates
being herein referred to as the "Distribution Date"), (x) the Rights will be
evidenced (subject to the provisions of Section 3(c) hereof) by the
certificates for Common Shares registered in the names of the holders thereof
(which certificates shall also be deemed to be Right Certificates) and not by
separate Right Certificates, and (y) the right to receive Right Certificates
will be transferable only in connection with the transfer of Common Shares. As
soon as practicable after the Distribution Date, the Company will prepare and
execute, the Rights Agent will countersign, and the Company will send or cause
to be sent (and the Rights Agent will, if requested, send) by first-class,
insured, postage-prepaid mail, to each record holder of Common Shares as of the
close of business on the Distribution Date, at the address of such holder shown
on the records of the Company, a Right Certificate, in substantially the form
of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each
Common Share so held. As of the Distribution Date, the Rights will be
evidenced solely by such Right Certificates.
(b) Until the earliest of the Distribution Date, the
Redemption Date or the Final Expiration Date, certificates for Common Shares
shall have impressed on, printed on, written on or otherwise affixed to them
the following legend:
-8-
<PAGE> 12
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement between Rockwell
International Corporation (formerly New Rockwell International
Corporation) and ChaseMellon Shareholder Services, L.L.C., dated as of
November 30, 1996 (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is on file
at the principal executive offices of Rockwell International
Corporation. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and
will no longer be evidenced by this certificate. Rockwell
International Corporation will mail to the holder of this certificate
a copy of the Rights Agreement without charge after receipt of a
written request therefor. Under certain circumstances, as set forth
in the Rights Agreement, Rights issued to any Person who becomes an
Acquiring Person (as defined in the Rights Agreement) may become null
and void.
With respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the Common Shares represented by
such certificates shall be evidenced by such certificates alone, and the
surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares represented thereby.
In the event that the Company purchases or acquires any Common Shares after the
Record Date but prior to the Distribution Date, any Rights associated with such
Common Shares shall be deemed cancelled and retired so that the Company shall
not be entitled to exercise any Rights associated with the Common Shares which
are no longer outstanding.
Section 4. Form of Right Certificates. The Right
Certificates (and the forms of election to purchase Preferred Shares and of
assignment to be printed on the reverse thereof) shall be substantially the
same as Exhibit A hereto and may have
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<PAGE> 13
such marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Rights may from time to time be listed, or to conform to usage. Subject to the
provisions of Section 22 hereof, the Right Certificates shall entitle the
holders thereof to purchase such number of one one-hundredths of a Preferred
Share as shall be set forth therein at the price per one one-hundredth of a
Preferred Share set forth therein (the "Purchase Price"), but the number of
such one one-hundredths of a Preferred Share and the Purchase Price shall be
subject to adjustment as provided herein.
Section 5. Countersignature and Registration. The Right
Certificates shall be executed on behalf of the Company by its Chairman of the
Board, its President, any of its Vice Presidents, or its Treasurer, either
manually or by facsimile signature, shall have affixed thereto the Company's
seal or a facsimile thereof, and shall be attested by the Secretary or an
Assistant Secretary of the Company, either manually or by facsimile signature.
The Right Certificates shall be manually countersigned by the Rights Agent and
shall not be valid for any purpose unless countersigned. In case any officer
of the Company who shall have signed any of the Right Certificates shall cease
to be such officer of the Company before countersignature by the Rights Agent
and issuance and delivery by the Company, such Right Certificates,
nevertheless, may be countersigned by the Rights Agent and issued and delivered
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<PAGE> 14
by the Company with the same force and effect as though the person who signed
such Right Certificates had not ceased to be such officer of the Company; and
any Right Certificate may be signed on behalf of the Company by any person who,
at the actual date of the execution of such Right Certificate, shall be a
proper officer of the Company to sign such Right Certificate, although at the
date of the execution of this Rights Agreement any such person was not such an
officer.
Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its principal office, books for registration and transfer
of the Right Certificates issued hereunder. Such books shall show the names
and addresses of the respective holders of the Right Certificates, the number
of Rights evidenced on its face by each of the Right Certificates and the date
of each of the Right Certificates.
Section 6. Transfer, Split Up, Combination and Exchange of
Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.
Subject to the provisions of Section 14 hereof, at any time after the close of
business on the Distribution Date, and at or prior to the close of business on
the earlier of the Redemption Date or the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become void pursuant to Section 11(a)(ii) hereof
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<PAGE> 15
or that have been exchanged pursuant to Section 24 hereof) may be transferred,
split up, combined or exchanged for another Right Certificate or Right
Certificates, entitling the registered holder to purchase a like number of one
one-hundredths of a Preferred Share as the Right Certificate or Right
Certificates surrendered then entitled such holder to purchase. Any
registered holder desiring to transfer, split up, combine or exchange any Right
Certificate or Right Certificates shall make such request in writing delivered
to the Rights Agent, and shall surrender the Right Certificate or Right
Certificates to be transferred, split up, combined or exchanged at the
principal office of the Rights Agent. Thereupon the Rights Agent shall
countersign and deliver to the person entitled thereto a Right Certificate or
Right Certificates, as the case may be, as so requested. The Company may
require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer, split up, combination or
exchange of Right Certificates.
Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation
of a Right Certificate, and, in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to them, and, at the Company's
request, reimbursement to the Company and the Rights Agent of all reasonable
expenses incidental thereto, and upon surrender to the Rights Agent and
cancellation of the Right Certificate if mutilated, the Company will make and
deliver a new Right Certificate of like tenor to the
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<PAGE> 16
Rights Agent for delivery to the registered holder in lieu of the Right
Certificate so lost, stolen, destroyed or mutilated.
Section 7. Exercise of Rights; Purchase Price; Expiration
Date of Rights. (a) The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein) in
whole or in part at any time after the Distribution Date upon surrender of the
Right Certificate, with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the principal office of the
Rights Agent, together with payment of the Purchase Price for each one
one-hundredth of a Preferred Share as to which the Rights are exercised, at or
prior to the earliest of (i) the close of business on the tenth anniversary of
the Record Date (the "Final Expiration Date"), (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"),
or (iii) the time at which such Rights are exchanged as provided in Section 24
hereof.
(b) The Purchase Price for each one one-hundredth of a
Preferred Share purchasable pursuant to the exercise of a Right shall initially
be $250, and shall be subject to adjustment from time to time as provided in
Section 11 or 13 hereof and shall be payable in lawful money of the United
States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly executed,
accompanied by payment of the Purchase Price for the
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<PAGE> 17
shares to be purchased and an amount equal to any applicable transfer tax
required to be paid by the holder of such Right Certificate in accordance with
Section 9 hereof by certified check, cashier's check or money order payable to
the order of the Company, the Rights Agent shall thereupon promptly (i) (A)
requisition from any transfer agent of the Preferred Shares certificates for
the number of Preferred Shares to be purchased and the Company hereby
irrevocably authorizes its transfer agent to comply with all such requests, or
(B) requisition from the depositary agent depositary receipts representing such
number of one one-hundredths of a Preferred Share as are to be purchased (in
which case certificates for the Preferred Shares represented by such receipts
shall be deposited by the transfer agent with the depositary agent) and the
Company hereby directs the depositary agent to comply with such request, (ii)
when appropriate, requisition from the Company the amount of cash to be paid in
lieu of issuance of fractional shares in accordance with Section 14 hereof,
(iii) after receipt of such certificates or depositary receipts, cause the same
to be delivered to or upon the order of the registered holder of such Right
Certificate, registered in such name or names as may be designated by such
holder and (iv) when appropriate, after receipt, deliver such cash to or upon
the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate
shall exercise less than all the Rights evidenced thereby, a new Right
Certificate evidencing Rights equivalent to
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<PAGE> 18
the Rights remaining unexercised shall be issued by the Rights Agent to the
registered holder of such Right Certificate or to his duly authorized assigns,
subject to the provisions of Section 14 hereof.
Section 8. Cancellation and Destruction of Right
Certificates. All Right Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to the
Company or to any of its agents, be delivered to the Rights Agent for
cancellation or in cancelled form, or, if surrendered to the Rights Agent,
shall be cancelled by it, and no Right Certificates shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this Rights
Agreement. The Company shall deliver to the Rights Agent for cancellation and
retirement, and the Rights Agent shall so cancel and retire, any other Right
Certificate purchased or acquired by the Company otherwise than upon the
exercise thereof. The Rights Agent shall deliver all cancelled Right
Certificates to the Company, or shall, at the written request of the Company,
destroy such cancelled Right Certificates, and in such case shall deliver a
certificate of destruction thereof to the Company.
Section 9. Availability of Preferred Shares. The Company
covenants and agrees that it will cause to be reserved and kept available out
of its authorized and unissued Preferred Shares or any Preferred Shares held in
its treasury, the number of Preferred Shares that will be sufficient to permit
the exercise in
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<PAGE> 19
full of all outstanding Rights in accordance with Section 7. The Company
covenants and agrees that it will take all such action as may be necessary to
ensure that all Preferred Shares delivered upon exercise of Rights shall, at
the time of delivery of the certificates for such Preferred Shares (subject to
payment of the Purchase Price), be duly and validly authorized and issued and
fully paid and nonassessable shares.
The Company further covenants and agrees that it will pay when
due and payable any and all federal and state transfer taxes and charges which
may be payable in respect of the issuance or delivery of the Right Certificates
or of any Preferred Shares upon the exercise of Rights. The Company shall not,
however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right Certificates to a person other than, or the
issuance or delivery of certificates or depositary receipts for the Preferred
Shares in a name other than that of, the registered holder of the Right
Certificate evidencing Rights surrendered for exercise or to issue or to
deliver any certificates or depositary receipts for Preferred Shares upon the
exercise of any Rights until any such tax shall have been paid (any such tax
being payable by the holder of such Right Certificate at the time of
surrender) or until it has been established to the Company's reasonable
satisfaction that no such tax is due.
Section 10. Preferred Shares Record Date. Each person in
whose name any certificate for Preferred Shares is issued upon
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<PAGE> 20
the exercise of Rights shall for all purposes be deemed to have become the
holder of record of the Preferred Shares represented thereby on, and such
certificate shall be dated, the date upon which the Right Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price
(and any applicable transfer taxes) was made; provided, however, that if the
date of such surrender and payment is a date upon which the Preferred Shares
transfer books of the Company are closed, such person shall be deemed to have
become the record holder of such shares on, and such certificate shall be
dated, the next succeeding Business Day on which the Preferred Shares transfer
books of the Company are open. Prior to the exercise of the Rights evidenced
thereby, the holder of a Right Certificate shall not be entitled to any rights
of a holder of Preferred Shares for which the Rights shall be exercisable,
including, without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled
to receive any notice of any proceedings of the Company, except as provided
herein.
Section 11. Adjustment of Purchase Price, Number of Shares or
Number of Rights. The Purchase Price, the number of Preferred Shares covered
by each Right and the number of Rights outstanding are subject to adjustment
from time to time as provided in this Section 11.
(a) (i) In the event the Company shall at any time
after the Record Date (A) declare a dividend on the Preferred
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<PAGE> 21
Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred
Shares, (C) combine the outstanding Preferred Shares into a smaller number of
Preferred Shares or (D) issue any shares of its capital stock in a
reclassification of the Preferred Shares (including any such reclassification
in connection with a consolidation or merger in which the Company is the
continuing or surviving corporation), except as otherwise provided in this
Section 11(a), the Purchase Price in effect at the time of the record date for
such dividend or of the effective date of such subdivision, combination or
reclassification, and the number and kind of shares of capital stock issuable
on such date, shall be proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive the aggregate number and
kind of shares of capital stock which, if such Right had been exercised
immediately prior to such date and at a time when the Preferred Shares transfer
books of the Company were open, he would have owned upon such exercise and
been entitled to receive by virtue of such dividend, subdivision, combination
or reclassification; provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable upon
exercise of one Right.
(ii) Subject to Section 24 of this Agreement, in the event
any Person becomes an Acquiring Person, each holder of a Right shall thereafter
have a right to receive, upon exercise thereof at a price equal to the then
current Purchase Price
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<PAGE> 22
multiplied by the number of one one-hundredths of a Preferred Share for which a
Right is then exercisable, in accordance with the terms of this Agreement and
in lieu of Preferred Shares, such number of shares of Common Stock of the
Company as shall equal the result obtained by (x) multiplying the then current
Purchase Price by the number of one one-hundredths of a Preferred Share for
which a Right is then exercisable and dividing that product by (y) 50% of the
then current per share market price of the Company's Common Stock (determined
pursuant to Section 11(d) hereof) on the date of the occurrence of such event.
In the event that any Person shall become an Acquiring Person and the Rights
shall then be outstanding, the Company shall not take any action which would
eliminate or diminish the benefits intended to be afforded by the Rights.
From and after the occurrence of such event, any Rights that
are or were acquired or beneficially owned by any Acquiring Person (or any
Associate or Affiliate of such Acquiring Person) shall be void and any holder
of such Rights shall thereafter have no right to exercise such Rights under any
provision of this Agreement. No Right Certificate shall be issued pursuant to
Section 3 that represents Rights beneficially owned by an Acquiring Person
whose Rights would be void pursuant to the preceding sentence or any Associate
or Affiliate thereof; no Right Certificate shall be issued at any time upon the
transfer of any Rights to an Acquiring Person whose Rights would be void
pursuant to the preceding sentence or any Associate or Affiliate thereof or
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<PAGE> 23
to any nominee of such Acquiring Person, Associate or Affiliate; and any Right
Certificate delivered to the Rights Agent for transfer to an Acquiring Person
whose Rights would be void pursuant to the preceding sentence shall be
cancelled.
(iii) In the event that there shall not be sufficient
shares of Common Stock issued but not outstanding or authorized but unissued to
permit the exercise in full of the Rights in accordance with the foregoing
subparagraph (ii), the Company shall take all such action as may be necessary
to authorize additional shares of Common Stock for issuance upon exercise of
the Rights. In the event the Company shall, after good faith effort, be unable
to take all such action as may be necessary to authorize such additional
shares of Common Stock, the Company shall substitute, for each share of Common
Stock that would otherwise be issuable upon exercise of a Right, a number of
Preferred Shares or fraction thereof such that the current per share market
price of one Preferred Share multiplied by such number or fraction is equal to
the current per share market price of one share of Common Stock as of the date
of issuance of such Preferred Shares or fraction thereof.
(b) In case the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of Preferred Shares
entitling them (for a period expiring within 45 calendar days after such record
date) to subscribe for or purchase Preferred Shares (or shares having the same
rights, privileges and
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<PAGE> 24
preferences as the Preferred Shares ("equivalent preferred shares")) or
securities convertible into Preferred Shares or equivalent preferred shares at
a price per Preferred Share or equivalent preferred share (or having a
conversion price per share, if a security convertible into Preferred Shares or
equivalent preferred shares) less than the then current per share market price
of the Preferred Shares (as defined in Section 11(d)) on such record date, the
Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the number of Preferred Shares
outstanding on such record date plus the number of Preferred Shares which the
aggregate offering price of the total number of Preferred Shares and/or
equivalent preferred shares so to be offered (and/or the aggregate initial
conversion price of the convertible securities so to be offered) would purchase
at such current market price and the denominator of which shall be the number
of Preferred Shares outstanding on such record date plus the number of
additional Preferred Shares and/or equivalent preferred shares to be offered
for subscription or purchase (or into which the convertible securities so to be
offered are initially convertible); provided, however, that in no event shall
the consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable upon
exercise of one Right. In case such subscription price may be paid in a
consideration part or all of which shall be in a form other
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<PAGE> 25
than cash, the value of such consideration shall be as determined in good faith
by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent. Preferred Shares owned
by or held for the account of the Company shall not be deemed outstanding for
the purpose of any such computation. Such adjustment shall be made
successively whenever such a record date is fixed; and in the event that such
rights, options or warrants are not so issued, the Purchase Price shall be
adjusted to be the Purchase Price which would then be in effect if such record
date had not been fixed.
(c) In case the Company shall fix a record date for the
making of a distribution to all holders of the Preferred Shares (including any
such distribution made in connection with a consolidation or merger in which
the Company is the continuing or surviving corporation) of evidences of
indebtedness or assets (other than a regular quarterly cash dividend or a
dividend payable in Preferred Shares) or subscription rights or warrants
(excluding those referred to in Section 11(b) hereof), the Purchase Price to be
in effect after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the then current per share market price of the
Preferred Shares on such record date, less the fair market value (as determined
in good faith by the Board of Directors of the Company, whose determination
shall be described in a statement filed with the Rights Agent) of the portion
of the assets or evidences of indebtedness so to be
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<PAGE> 26
distributed or of such subscription rights or warrants applicable to one
Preferred Share and the denominator of which shall be such current per share
market price of the Preferred Shares; provided, however, that in no event shall
the consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company to be issued
upon exercise of one Right. Such adjustments shall be made successively
whenever such a record date is fixed; and in the event that such distribution
is not so made, the Purchase Price shall again be adjusted to be the Purchase
Price which would then be in effect if such record date had not been fixed.
(d) (i) For the purpose of any computation hereunder, the
"current per share market price" of any security (a "Security" for the purpose
of this Section 11(d)(i)) on any date shall be deemed to be the average of the
daily closing prices per share of such Security for the 30 consecutive Trading
Days (as such term is hereinafter defined) immediately prior to such date;
provided, however, that in the event that the current per share market price of
the Security is determined during a period following the announcement by the
issuer of such Security of (A) a dividend or distribution on such Security
payable in shares of such Security or securities convertible into such shares,
or (B) any subdivision, combination or reclassification of such Security and
prior to the expiration of 30 Trading Days after the ex-dividend date for such
dividend or distribution, or the record date for such subdivision, combination
or reclassification, then, and in each such case, the
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<PAGE> 27
current per share market price shall be appropriately adjusted to reflect the
current market price per share equivalent of such Security; and provided,
further, that in the event that the current per share market price of the
shares of Common Stock is determined as of a date prior to the expiration of 30
Trading Days following the Record Date, the current per share market price of
the Common Stock shall be deemed to be the average of the daily closing prices
per share of Common Stock for the period of Trading Days commencing with the
Record Date and ending immediately prior to such date. The closing price for
each day shall be the last sale price, regular way, or, in case no such sale
takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Security is not listed or
admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the Security is
listed or admitted to trading or, if the Security is not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not
so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system then
in use, or, if on any such date the Security is not quoted by any such
organization, the average of the closing
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<PAGE> 28
bid and asked prices as furnished by a professional market maker making a
market in the Security selected by the Board of Directors of the Company. The
term "Trading Day" shall mean a day on which the principal national securities
exchange on which the Security is listed or admitted to trading is open for the
transaction of business or, if the Security is not listed or admitted to
trading on any national securities exchange, a Business Day.
(ii) For the purpose of any computation hereunder, the
"current per share market price" of the Preferred Shares shall be determined in
accordance with the method set forth in Section 11(d)(i). If the Preferred
Shares are not publicly traded, the "current per share market price" of the
Preferred Shares shall be conclusively deemed to be the current per share
market price of the Common Stock as determined pursuant to Section 11(d)(i)
(appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof), multiplied by one hundred. If
neither the shares of Common Stock nor the Preferred Shares are publicly held
or so listed or traded, "current per share market price" shall mean the fair
value per share as determined in good faith by the Board of Directors of the
Company, whose determination shall be described in a statement filed with the
Rights Agent.
(e) No adjustment in the Purchase Price shall be required
unless such adjustment would require an increase or decrease of at least 1% in
the Purchase Price; provided, however,
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that any adjustments which by reason of this Section 11(e) are not required to
be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 11 shall be made to the
nearest cent or to the nearest one one-millionth of a Preferred Share or one
ten-thousandth of any other share or security as the case may be.
Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i)
three years from the date of the transaction which requires such adjustment or
(ii) the date of the expiration of the right to exercise any Rights.
(f) If as a result of an adjustment made pursuant to Section
11(a) hereof, the holder of any Right thereafter exercised shall become
entitled to receive any shares of capital stock of the Company other than
Preferred Shares, thereafter the number of such other shares so receivable upon
exercise of any Right shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the Preferred Shares contained in Section 11(a) through (c),
inclusive, and the provisions of Sections 7, 9, 10 and 13 with respect to the
Preferred Shares shall apply on like terms to any such other shares.
(g) All Rights originally issued by the Company subsequent to
any adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase
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<PAGE> 30
Price, the number of one one-hundredths of a Preferred Share purchasable from
time to time hereunder upon exercise of the Rights, all subject to further
adjustment as provided herein.
(h) Unless the Company shall have exercised its election as
provided in Section 11(i), upon each adjustment of the Purchase Price as a
result of the calculations made in Sections 11(b) and (c), each Right
outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of
one one-hundredths of a Preferred Share (calculated to the nearest one
one-millionth of a Preferred Share) obtained by (i) multiplying (x) the number
of one one-hundredths of a share covered by a Right immediately prior to this
adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.
(i) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights, in
substitution for any adjustment in the number of one one-hundredths of a
Preferred Share purchasable upon the exercise of a Right. Each of the Rights
outstanding after such adjustment of the number of Rights shall be exercisable
for the number of one one-hundredths of a Preferred Share for which a Right was
exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number of
Rights (calculated to the nearest one ten-thousandth) obtained by
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<PAGE> 31
dividing the Purchase Price in effect immediately prior to adjustment of the
Purchase Price by the Purchase Price in effect immediately after adjustment of
the Purchase Price. The Company shall make a public announcement of its
election to adjust the number of Rights, indicating the record date for the
adjustment, and, if known at the time, the amount of the adjustment to be made.
This record date may be the date on which the Purchase Price is adjusted or any
day thereafter, but, if the Right Certificates have been issued, shall be at
least 10 days later than the date of the public announcement. If Right
Certificates have been issued, upon each adjustment of the number of Rights
pursuant to this Section 11(i), the Company shall, as promptly as practicable,
cause to be distributed to holders of record of Right Certificates on such
record date Right Certificates evidencing, subject to Section 14 hereof, the
additional Rights to which such holders shall be entitled as a result of such
adjustment, or, at the option of the Company, shall cause to be distributed to
such holders of record in substitution and replacement for the Right
Certificates held by such holders prior to the date of adjustment, and upon
surrender thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled after such
adjustment. Right Certificates so to be distributed shall be issued, executed
and countersigned in the manner provided for herein and shall be registered in
the names of the holders of record of Right Certificates on the record date
specified in the public announcement.
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<PAGE> 32
(j) Irrespective of any adjustment or change in the Purchase
Price or the number of one one-hundredths of a Preferred Share issuable upon
the exercise of the Rights, the Right Certificates theretofore and thereafter
issued may continue to express the Purchase Price and the number of one
one-hundredths of a Preferred Share which were expressed in the initial Right
Certificates issued hereunder.
(k) Before taking any action that would cause an adjustment
reducing the Purchase Price below one one-hundredth of the then par value, if
any, of the Preferred Shares issuable upon exercise of the Rights, the Company
shall take any corporate action which may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally issue fully paid
and nonassessable Preferred Shares at such adjusted Purchase Price.
(l) In any case in which this Section 11 shall require that
an adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuing to the holder of any Right exercised after such record date
of the Preferred Shares and other capital stock or securities of the Company,
if any, issuable upon such exercise over and above the Preferred Shares and
other capital stock or securities of the Company, if any, issuable upon such
exercise on the basis of the Purchase Price in effect prior to such adjustment;
provided, however, that the Company shall deliver to such holder a due bill or
other appropriate instrument
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<PAGE> 33
evidencing such holder's right to receive such additional shares upon the
occurrence of the event requiring such adjustment.
(m) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such reductions in the
Purchase Price, in addition to those adjustments expressly required by this
Section 11, as and to the extent that it in its sole discretion shall determine
to be advisable in order that any consolidation or subdivision of the
Preferred Shares, issuance wholly for cash of any Preferred Shares at less than
the current market price, issuance wholly for cash of Preferred Shares or
securities which by their terms are convertible into or exchangeable for
Preferred Shares, dividends on Preferred Shares payable in Preferred Shares or
issuance of rights, options or warrants referred to hereinabove in Section
11(b), hereafter made by the Company to holders of its Preferred Shares shall
not be taxable to such shareowners.
(n) In the event that at any time after the Record Date and
prior to the Distribution Date, the Company shall (i) declare or pay any
dividend on the Common Shares payable in Common Shares or (ii) effect a
subdivision, combination or consolidation of the Common Shares (by
reclassification or otherwise than by payment of dividends in Common Shares)
into a greater or lesser number of Common Shares, then in any such case (A) the
number of one one-hundredths of a Preferred Share purchasable after such event
upon proper exercise of each Right shall be determined by
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<PAGE> 34
multiplying the number of one one-hundredths of a Preferred Share so
purchasable immediately prior to such event by a fraction, the numerator of
which is the number of Common Shares outstanding immediately before such event
and the denominator of which is the number of Common Shares outstanding
immediately after such event, and (B) each Common Share outstanding immediately
after such event shall have issued with respect to it that number of Rights
which each Common Share outstanding immediately prior to such event had issued
with respect to it. The adjustments provided for in this Section 11(n) shall
be made successively whenever such a dividend is declared or paid or such a
subdivision, combination or consolidation is effected.
Section 12. Certificate of Adjusted Purchase Price or Number
of Shares. Whenever an adjustment is made as provided in Section 11 or 13
hereof, the Company shall promptly (a) prepare a certificate setting forth such
adjustment, and a brief statement of the facts accounting for such adjustment,
(b) file with the Rights Agent and with each transfer agent for the Common
Shares or the Preferred Shares a copy of such certificate and (c) mail a brief
summary thereof to each holder of a Right Certificate in accordance with
Section 25 hereof.
Section 13. Consolidation, Merger or Sale or Transfer of
Assets or Earning Power. In the event, directly or indirectly, at any time
after a Person has become an Acquiring Person, (a) the Company shall
consolidate with, or merge with and into, any other
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<PAGE> 35
Person, (b) any Person shall consolidate with the Company, or merge with and
into the Company and the Company shall be the continuing or surviving
corporation of such merger and, in connection with such merger, all or part of
the Common Shares shall be changed into or exchanged for stock or other
securities of any other Person (or the Company) or cash or any other property,
or (c) the Company shall sell or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise transfer), in one or more transactions,
assets or earning power aggregating 50% or more of the assets or earning power
of the Company and its Subsidiaries (taken as a whole) to any other Person
other than the Company or one or more of its wholly-owned Subsidiaries, then,
and in each such case, proper provision shall be made so that (i) each holder
of a Right (except as otherwise provided herein) shall thereafter have the
right to receive, upon the exercise thereof at a price equal to the then
current Purchase Price multiplied by the number of one one-hundredths of a
Preferred Share for which a Right is then exercisable, in accordance with the
terms of this Agreement and in lieu of Preferred Shares, such number of Common
Shares of such other Person (including the Company as successor thereto or as
the surviving corporation) as shall equal the result obtained by (A)
multiplying the then current Purchase Price by the number of one one-hundredths
of a Preferred Share for which a Right is then exercisable and dividing that
product by (B) 50% of the then current per share market price of the Common
Shares of such other Person (determined pursuant to Section 11(d) hereof) on
the date of
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<PAGE> 36
consummation of such consolidation, merger, sale or transfer; (ii) the issuer
of such Common Shares shall thereafter be liable for, and shall assume, by
virtue of such consolidation, merger, sale or transfer, all the obligations
and duties of the Company pursuant to this Agreement; (iii) the term "Company"
shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall
take such steps (including, but not limited to, the reservation of a sufficient
number of its Common Shares in accordance with Section 9 hereof) in connection
with such consummation as may be necessary to assure that the provisions hereof
shall thereafter be applicable, as nearly as reasonably may be, in relation to
the Common Shares thereafter deliverable upon the exercise of the Rights. The
Company shall not consummate any such consolidation, merger, sale or transfer
unless prior thereto the Company and such issuer shall have executed and
delivered to the Rights Agent a supplemental agreement so providing. The
Company shall not enter into any transaction of the kind referred to in this
Section 13 if at the time of such transaction there are any rights, warrants,
instruments or securities outstanding or any agreements or arrangements which,
as a result of the consummation of such transaction, would eliminate or
substantially diminish the benefits intended to be afforded by the Rights. The
provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers.
Section 14. Fractional Rights and Fractional Shares. (a)
The Company shall not be required to issue fractions of Rights
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<PAGE> 37
or to distribute Right Certificates which evidence fractional Rights. In lieu
of such fractional Rights, there shall be paid to the registered holders of the
Right Certificates with regard to which such fractional Rights would otherwise
be issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right. For the purposes of this Section 14(a), the current
market value of a whole Right shall be the closing price of the Rights for the
Trading Day immediately prior to the date on which such fractional Rights would
have been otherwise issuable. The closing price for any day shall be the last
sale price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the Rights are not listed or admitted to trading on the New
York Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the Rights are listed or admitted to trading or,
if the Rights are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by NASDAQ
or such other system then in use or, if on any such date the Rights are not
quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market
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<PAGE> 38
in the Rights selected by the Board of Directors of the Company. If on any
such date no such market maker is making a market in the Rights, the fair value
of the Rights on such date as determined in good faith by the Board of
Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of
Preferred Shares (other than fractions which are integral multiples of one
one-hundredth of a Preferred Share) upon exercise of the Rights or to
distribute certificates which evidence fractional Preferred Shares (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share). Fractions of Preferred Shares in integral multiples of one
one-hundredth of a Preferred Share may, at the election of the Company, be
evidenced by depositary receipts, pursuant to an appropriate agreement between
the Company and a depositary selected by it; provided, that such agreement
shall provide that the holders of such depositary receipts shall have all the
rights, privileges and preferences to which they are entitled as beneficial
owners of the Preferred Shares represented by such depositary receipts. In
lieu of fractional Preferred Shares that are not integral multiples of one
one-hundredth of a Preferred Share, the Company shall pay to the registered
holders of Right Certificates at the time such Rights are exercised as herein
provided an amount in cash equal to the same fraction of the current market
value of one Preferred Share. For the purposes of this Section 14(b), the
current market value of a Preferred Share shall be the closing price of a
Preferred Share (as determined pursuant to the second
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<PAGE> 39
sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to
the date of such exercise.
(c) The holder of a Right by the acceptance of the Right
expressly waives his right to receive any fractional Rights or any fractional
shares upon exercise of a Right (except as provided above).
Section 15. Rights of Action. All rights of action in
respect of this Agreement, excepting the rights of action given to the Rights
Agent under Section 18 hereof, are vested in the respective registered holders
of the Right Certificates (and, prior to the Distribution Date, the registered
holders of the Common Shares); and any registered holder of any Right
Certificate (or, prior to the Distribution Date, of the Common Shares), without
the consent of the Rights Agent or of the holder of any other Right Certificate
(or, prior to the Distribution Date, of the Common Shares), may, in his own
behalf and for his own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company to enforce, or otherwise act in
respect of, his right to exercise the Rights evidenced by such Right
Certificate in the manner provided in such Right Certificate and in this
Agreement. Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach of this Agreement and
will be entitled to specific performance of the obligations under, and
injunctive relief against
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<PAGE> 40
actual or threatened violations of the obligations of any Person subject to,
this Agreement.
Section 16. Agreement of Right Holders. Every holder of a
Right, by accepting the same, consents and agrees with the Company and the
Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of the Common Shares;
(b) after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office of the Rights Agent, duly endorsed or accompanied by a
proper instrument of transfer; and
(c) the Company and the Rights Agent may deem and treat the
person in whose name the Right Certificate (or, prior to the Distribution Date,
the associated Common Shares certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificates or the associated Common Shares
certificate made by anyone other than the Company or the Rights Agent) for all
purposes whatsoever, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary.
Section 17. Right Certificate Holder Not Deemed a Shareowner.
No holder, as such, of any Right Certificate shall be
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<PAGE> 41
entitled to vote, receive dividends or be deemed for any purpose the holder of
the Preferred Shares or any other securities of the Company which may at any
time be issuable on the exercise of the Rights represented thereby, nor shall
anything contained herein or in any Right Certificate be construed to confer
upon the holder of any Right Certificate, as such, any of the rights of a
shareowner of the Company or any right to vote for the election of directors or
upon any matter submitted to shareowners at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting shareowners (except as provided in Section 25 hereof),
or to receive dividends or subscription rights, or otherwise, until the Right
or Rights evidenced by such Right Certificate shall have been exercised in
accordance with the provisions hereof.
Section 18. Concerning the Rights Agent. The Company agrees
to pay to the Rights Agent reasonable compensation for all services rendered by
it hereunder and, from time to time, on demand of the Rights Agent, its
reasonable expenses and counsel fees and other disbursements incurred in the
administration and execution of this Agreement and the exercise and performance
of its duties hereunder. The Company also agrees to indemnify the Rights Agent
for, and to hold it harmless against, any loss, liability, or expense, incurred
without negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the costs and
expenses
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of defending against any claim of liability in the premises.
The Rights Agent shall be protected and shall incur no
liability for, or in respect of any action taken, suffered or omitted by it in
connection with, its administration of this Agreement in reliance upon any
Right Certificate or certificate for the Preferred Shares or Common Shares or
for other securities of the Company, instrument of assignment or transfer,
power of attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be
genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper person or persons, or otherwise upon the advice of
counsel as set forth in Section 20 hereof.
Section 19. Merger or Consolidation or Change of Name of
Rights Agent. Any corporation into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights
Agent or any successor Rights Agent shall be a party, or any corporation
succeeding to the stock transfer or corporate trust powers of the Rights Agent
or any successor Rights Agent, shall be the successor to the Rights Agent under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto; provided, that such corporation would
be eligible for appointment as a successor Rights Agent under the provisions of
Section 21
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hereof. In case at the time such successor Rights Agent shall succeed to the
agency created by this Agreement, any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor
Rights Agent or in the name of the successor Rights Agent; and in all such
cases such Right Certificates shall have the full force provided in the Right
Certificates and in this Agreement.
In case at any time the name of the Rights Agent shall be
changed and at such time any of the Right Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Right Certificates so
countersigned; and in case at that time any of the Right Certificates shall not
have been countersigned, the Rights Agent may countersign such Right
Certificates either in its prior name or in its changed name; and in all such
cases such Right Certificates shall have the full force provided in the Right
Certificates and in this Agreement.
Section 20. Duties of Rights Agent. The Rights Agent
undertakes the duties and obligations imposed by this Agreement upon the
following terms and conditions, by all of which the
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Company and the holders of Right Certificates, by their acceptance thereof,
shall be bound:
(a) The Rights Agent may consult with legal counsel (who may
be legal counsel for the Company), and the opinion of such counsel shall be
full and complete authorization and protection to the Rights Agent as to any
action taken or omitted by it in good faith and in accordance with such
opinion.
(b) Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact
or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by any one of the Chairman of
the Board, the President, any Vice President, the Treasurer or the Secretary of
the Company and delivered to the Rights Agent; and such certificate shall be
full authorization to the Rights Agent for any action taken or suffered in good
faith by it under the provisions of this Agreement in reliance upon such
certificate.
(c) The Rights Agent shall be liable hereunder to the Company
and any other Person only for its own negligence, bad faith or willful
misconduct.
(d) The Rights Agent shall not be liable for or by reason of
any of the statements of fact or recitals contained in
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<PAGE> 45
this Agreement or in the Right Certificates (except its countersignature
thereof) or be required to verify the same, but all such statements and
recitals are and shall be deemed to have been made by the Company only.
(e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Right Certificate;
nor shall it be responsible for any change in the exercisability of the Rights
(including the Rights becoming void pursuant to Section 11(a)(ii) hereof) or
any adjustment in the terms of the Rights (including the manner, method or
amount thereof) provided for in Section 3, 11, 13, 23 or 24, or the
ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights evidenced by Right
Certificates after actual notice that such change or adjustment is required);
nor shall it by any act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any Preferred Shares to be
issued pursuant to this Agreement or any Right Certificate or as to whether any
Preferred Shares will, when issued, be validly authorized and issued, fully
paid and nonassessable.
-42-
<PAGE> 46
(f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may
reasonably be required by the Rights Agent for the carrying out or performing
by the Rights Agent of the provisions of this Agreement.
(g) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder
from any one of the Chairman of the Board, the President, any Vice President,
the Secretary or the Treasurer of the Company, and to apply to such officers
for advice or instructions in connection with its duties, and it shall not be
liable for any action taken or suffered by it in good faith in accordance with
instructions of any such officer or for any delay in acting while waiting for
those instructions.
(h) The Rights Agent and any shareowner, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not
Rights Agent under this Agreement. Nothing herein shall preclude the Rights
Agent from acting in any other capacity for the Company or for any other legal
entity.
(i) The Rights Agent may execute and exercise any of the
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<PAGE> 47
rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorneys or agents, and the Rights Agent shall not
be answerable or accountable for any act, default, neglect or misconduct of any
such attorneys or agents or for any loss to the Company resulting from any such
act, default, neglect or misconduct, provided reasonable care was exercised in
the selection and continued employment thereof.
Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Shares or Preferred Shares by registered or
certified mail, and to the holders of the Right Certificates by first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent
upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Common Shares or
Preferred Shares by registered or certified mail, and to the holders of the
Right Certificates by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent. If the Company shall fail to make
such appointment within a period of 30 days after giving notice of such removal
or after it has been notified in writing of such resignation or incapacity by
the resigning or incapacitated Rights Agent or by the holder of a Right
Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the
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<PAGE> 48
Company), then the registered holder of any Right Certificate may apply to any
court of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a court,
shall be a corporation, or an affiliate of such a corporation, organized and
doing business under the laws of the United States or of the State of New York
(or of any other state of the United States so long as such corporation is
authorized to do business as a banking institution in the State of New York),
in good standing, having an office in the State of New York, which is
authorized under such laws to exercise corporate trust or stock transfer powers
and is subject to supervision or examination by federal or state authority and
which has at the time of its appointment as Rights Agent a combined capital and
surplus of at least $50 million. After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Rights Agent without further act or deed; but
the predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver
any further assurance, conveyance, act or deed necessary for the purpose. Not
later than the effective date of any such appointment the Company shall file
notice thereof in writing with the predecessor Rights Agent and each transfer
agent of the Common Shares or Preferred Shares, and mail a notice thereof in
writing to the registered holders of the Right Certificates. Failure to give
any notice provided for in this Section 21, however, or any defect therein,
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<PAGE> 49
shall not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the case may
be.
Section 22. Issuance of New Right Certificates.
Notwithstanding any of the provisions of this Agreement or of the Rights to the
contrary, the Company may, at its option, issue new Right Certificates
evidencing Rights in such form as may be approved by its Board of Directors to
reflect any adjustment or change in the Purchase Price and the number or kind
or class of shares or other securities or property purchasable under the Right
Certificates made in accordance with the provisions of this Agreement.
Section 23. Redemption. (a) The Board of Directors of the
Company may, at its option, at any time prior to such time as any Person
becomes an Acquiring Person, redeem all but not less than all the then
outstanding Rights at a redemption price of $.01 per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being hereinafter
referred to as the "Redemption Price"). The redemption of the Rights by the
Board of Directors may be made effective at such time, on such basis and with
such conditions as the Board of Directors in its sole discretion may establish.
(b) Immediately upon the action of the Board of Directors of
the Company ordering the redemption of the Rights
-46-
<PAGE> 50
pursuant to paragraph (a) of this Section 23, and without any further action
and without any notice, the right to exercise the Rights will terminate and the
only right thereafter of the holders of Rights shall be to receive the
Redemption Price. The Company shall promptly give public notice of any such
redemption; provided, however, that the failure to give, or any defect in, any
such notice shall not affect the validity of such redemption. Within 10 days
after such action of the Board of Directors ordering the redemption of the
Rights, the Company shall mail a notice of redemption to all the holders of the
then outstanding Rights at their last addresses as they appear upon the
registry books of the Rights Agent or, prior to the Distribution Date, on the
registry books of the transfer agent for the Common Shares. Any notice which
is mailed in the manner herein provided shall be deemed given, whether or not
the holder receives the notice. Each such notice of redemption will state the
method by which the payment of the Redemption Price will be made. Neither the
Company nor any of its Affiliates or Associates may redeem, acquire or
purchase for value any Rights at any time in any manner other than that
specifically set forth in this Section 23 or in Section 24 hereof, and other
than in connection with the purchase of Common Shares prior to the Distribution
Date.
Section 24. Exchange. (a) The Board of Directors of the
Company may, at its option, at any time after any Person becomes an Acquiring
Person, exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights
-47-
<PAGE> 51
that have become void pursuant to the provisions of Section 11(a)(ii) hereof)
for shares of Common Stock at an exchange ratio of one share of Common Stock
per Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such exchange ratio being
hereinafter referred to as the "Exchange Ratio"). Notwithstanding the
foregoing, the Board of Directors shall not be empowered to effect such
exchange at any time after the Record Date if any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of the
Company or any such Subsidiary, or any entity holding Common Shares for or
pursuant to the terms of any such plan), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of 50% or more of the
Common Shares then outstanding.
(b) Immediately upon the action of the Board of Directors of
the Company ordering the exchange of any Rights pursuant to paragraph (a) of
this Section 24 and without any further action and without any notice, the
right to exercise such Rights shall terminate and the only right thereafter of
a holder of such Rights shall be to receive that number of shares of Common
Stock equal to the number of such Rights held by such holder multiplied by the
Exchange Ratio. The Company shall promptly give public notice of any such
exchange; provided, however, that the failure to give, or any defect in, such
notice shall not affect the validity of such exchange. The Company promptly
shall mail a notice of any such exchange to all of the holders of such Rights
at
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<PAGE> 52
their last addresses as they appear upon the registry books of the Rights
Agent. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice
of exchange will state the method by which the exchange of the shares of Common
Stock for Rights will be effected and, in the event of any partial exchange,
the number of Rights which will be exchanged. Any partial exchange shall be
effected pro rata based on the number of Rights (other than Rights which have
become void pursuant to the provisions of Section 11(a)(ii) hereof) held by
each holder of Rights.
(c) In the event that there shall not be sufficient shares of
Common Stock issued but not outstanding or authorized but unissued to permit
any exchange of Rights as contemplated in accordance with this Section 24, the
Company shall take all such action as may be necessary to authorize additional
shares of Common Stock for issuance upon exchange of the Rights. In the event
the Company shall, after good faith effort, be unable to take all such action
as may be necessary to authorize such additional shares of Common Stock, the
Company shall substitute, for each share of Common Stock that would otherwise
be issuable upon exchange of a Right, a number of Preferred Shares or fraction
thereof such that the current per share market price of one Preferred Share
multiplied by such number or fraction is equal to the current per share market
price of one share of Common Stock as of the date of issuance of such Preferred
Shares or fraction thereof.
-49-
<PAGE> 53
(d) The Company shall not be required to issue fractions of
shares of Common Stock or to distribute certificates which evidence fractional
shares of Common Stock. In lieu of such fractional shares of Common Stock, the
Company shall pay to the registered holders of the Right Certificates with
regard to which such fractional shares of Common Stock would otherwise be
issuable an amount in cash equal to the same fraction of the current market
value of a whole share of Common Stock. For the purposes of this paragraph
(d), the current market value of a whole share of Common Stock shall be the
closing price of a share of Common Stock (as determined pursuant to the second
sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to
the date of exchange pursuant to this Section 24.
Section 25. Notice of Certain Events. (a) In case at any
time after the Record Date the Company shall propose (i) to pay any dividend
payable in stock of any class to the holders of its Preferred Shares or to make
any other distribution to the holders of its Preferred Shares (other than a
regular quarterly cash dividend), (ii) to offer to the holders of its Preferred
Shares rights or warrants to subscribe for or to purchase any additional
Preferred Shares or shares of stock of any class or any other securities,
rights or options, (iii) to effect any reclassification of its Preferred Shares
(other than a reclassification involving only the subdivision of outstanding
Preferred Shares), (iv) to effect any consolidation or merger into or with, or
to effect any sale or other transfer (or to permit one or more of its
-50-
<PAGE> 54
Subsidiaries to effect any sale or other transfer), in one or more
transactions, of 50% or more of the assets or earning power of the Company and
its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the
liquidation, dissolution or winding up of the Company, or (vi) to declare or
pay any dividend on the Common Shares payable in Common Shares or to effect a
subdivision, combination or consolidation of the Common Shares (by
reclassification or otherwise than by payment of dividends in Common Shares),
then, in each such case, the Company shall give to each holder of a Right
Certificate, in accordance with Section 26 hereof, a notice of such proposed
action, which shall specify the record date for the purposes of such stock
dividend, or distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation
therein by the holders of the Common Shares and/or Preferred Shares, if any
such date is to be fixed, and such notice shall be so given in the case of any
action covered by clause (i) or (ii) above at least 10 days prior to the record
date for determining holders of the Preferred Shares for purposes of such
action, and in the case of any such other action, at least 10 days prior to the
date of the taking of such proposed action or the date of participation therein
by the holders of the Common Shares and/or Preferred Shares, whichever shall be
the earlier.
(b) In case the event set forth in Section 11(a)(ii) hereof
shall occur, then the Company shall as soon as practicable
-51-
<PAGE> 55
thereafter give to each holder of a Right Certificate, in accordance with
Section 26 hereof, a notice of the occurrence of such event, which notice shall
describe such event and the consequences of such event to holders of Rights
under Section 11(a)(ii) hereof.
Section 26. Notices. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:
Rockwell International Corporation
2201 Seal Beach Boulevard
Seal Beach, California 90740-8250
Attention: Corporate Secretary
Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Agreement to be given or made by the Company or by the holder of any
Right Certificate to or on the Rights Agent shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Company) as follows:
ChaseMellon Shareholder Services, L.L.C.
4 Station Square, 3rd Floor
Pittsburgh, Pennsylvania 15219
Attention: Manager of Administration
Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right
-52-
<PAGE> 56
Certificate shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed to such holder at the address of such holder as
shown on the registry books of the Company.
Section 27. Supplements and Amendments. The Company may from
time to time supplement or amend this Agreement without the approval of any
holders of Right Certificates in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, or to make any other provisions
with respect to the Rights which the Company may deem necessary or desirable,
any such supplement or amendment to be evidenced by a writing signed by the
Company and the Rights Agent; provided, however, that from and after such time
as any Person becomes an Acquiring Person, this Agreement shall not be amended
in any manner which would adversely affect the interests of the holders of
Rights. Without limiting the foregoing, the Company may at any time prior to
such time as any Person becomes an Acquiring Person amend this Agreement to
lower the thresholds set forth in Sections 1(a) and 3(a) to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
Common Shares then known by the Company to be beneficially owned by any Person
(other than the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or any Subsidiary of the Company, or any entity holding
Common Shares for or pursuant to the terms of any such plan) and (ii) 10%.
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<PAGE> 57
Section 28. Successors. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.
Section 29. Benefits of this Agreement. Nothing in this
Agreement shall be construed to give to any person or corporation other than
the Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common Shares) any legal
or equitable right, remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Company, the Rights Agent
and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the Common Shares).
Section 30. Severability. If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Section 31. Governing Law. This Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
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<PAGE> 58
Section 32. Counterparts. This Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
Section 33. Descriptive Headings. Descriptive headings of
the several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
-55-
<PAGE> 59
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and attested, all as of the day and year first
above written.
NEW ROCKWELL INTERNATIONAL
CORPORATION
Attest:
By /s/ EDWARD T. MOEN, II By /s/ WILLIAM J. CALISE, JR.
--------------------------- -----------------------------
Title: Assistant Secretary Title: Senior Vice President,
General Counsel and
Secretary
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By /s/ KATHLEEN KENNELLY By /s/ MARILYN SPISAK
--------------------------- -----------------------------
Title: Assistant Vice Title: Vice President
President
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<PAGE> 60
Exhibit A
Form of Right Certificate
Certificate No. R- _____ Rights
NOT EXERCISABLE AFTER _________, 2006 OR EARLIER IF
REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUB-
JECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE
ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
Right Certificate
ROCKWELL INTERNATIONAL CORPORATION
This certifies that ____________________, or registered assigns,
is the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement, dated as of November 30, 1996 (the "Rights Agreement"),
between Rockwell International Corporation, a Delaware corporation (formerly
New Rockwell International Corporation) (the "Company"), and ChaseMellon
Shareholder Services, L.L.C. (the "Rights Agent"), to purchase from the Company
at any time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M., New York City time, on __________, 2006 at
the principal office of the Rights Agent, or at the office of its successor as
Rights Agent, one one-hundredth of a fully paid non-assessable share of Series
A Junior Participating Preferred Stock, without par value (the "Preferred
Shares"), of the Company, at a purchase price of $250 per one one-hundredth of
a Preferred Share (the "Purchase Price"), upon presentation and surrender of
this Right Certificate with the Form of Election to Purchase duly executed.
The number of Rights evidenced by this Right Certificate (and the number of one
one-hundredths of a Preferred Share which may be purchased upon exercise
hereof) set forth above, and the Purchase Price set forth above, are the number
and Purchase Price as of __________, 1996, based on the Preferred Shares as
constituted at such date. As provided in the Rights Agreement, the Purchase
Price and the number of one one-hundredths of a Preferred Share which may be
purchased upon the exercise of the Rights evidenced by this Right Certificate
are subject to modification and adjustment upon the happening of certain
events.
A-1
<PAGE> 61
This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description
of the rights, limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the Right
Certificates. Copies of the Rights Agreement are on file at the principal
executive offices of the Company and the above-mentioned offices of the Rights
Agent.
This Right Certificate, with or without other Right
Certificates, upon surrender at the principal office of the Rights Agent, may
be exchanged for another Right Certificate or Right Certificates of like tenor
and date evidencing Rights entitling the holder to purchase a like aggregate
number of Preferred Shares as the Rights evidenced by the Right Certificate or
Right Certificates surrendered shall have entitled such holder to purchase. If
this Right Certificate shall be exercised in part, the holder shall be entitled
to receive upon surrender hereof another Right Certificate or Right
Certificates for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate (i) may be redeemed by the Company at a
redemption price of $.01 per Right or (ii) may be exchanged in whole or in part
for Preferred Shares or shares of the Company's Common Stock, par value $1 per
share.
No fractional Preferred Shares will be issued upon the exercise
of any Right or Rights evidenced hereby (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share, which may, at the
election of the Company, be evidenced by depositary receipts), but in lieu
thereof a cash payment will be made, as provided in the Rights Agreement.
No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Preferred
Shares or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a shareowner of the Company or any right to vote for the
election of directors or upon any matter submitted to shareowners at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting shareowners (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in the Rights Agreement.
A-2
<PAGE> 62
This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.
Dated as of ___________________.
ATTEST: ROCKWELL INTERNATIONAL
CORPORATION
By:
- ------------------------------ ----------------------
Countersigned:
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By:
---------------------------
Authorized Signature
A-3
<PAGE> 63
Form of Reverse Side of Right Certificate
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Right Certificate.)
FOR VALUE RECEIVED ________________________________ hereby
sells, assigns and transfers unto _________________________________________
___________________________________________________________________________
(Please print name and address of transferee)
- ---------------------------------------------------------------------------
this Right Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ____________________
Attorney, to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.
Dated:
-----------------------
-------------------------------
Signature
- -------------------------------
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.
- -------------------------------------------------------------------------------
The undersigned hereby certifies that the Rights evidenced by
this Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).
-------------------------------
Signature
- -------------------------------
- -------------------------------------------------------------------------------
A-4
<PAGE> 64
Form of Reverse Side of Right Certificate -- continued
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to exercise
Rights represented by the Right Certificate.)
To: Rockwell International Corporation
The undersigned hereby irrevocably elects to exercise
___________________________ Rights represented by this Right Certificate to
purchase the Preferred Shares issuable upon the exercise of such Rights and
requests that certificates for such Preferred Shares be issued in the name of:
Please insert social security
or other identifying number
- ----------------------------------------------------------------------------
(Please print name and address)
- ----------------------------------------------------------------------------
If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:
Please insert social security
or other identifying number
- ----------------------------------------------------------------------------
(Please print name and address)
- ----------------------------------------------------------------------------
Dated:
---------------------
-------------------------------
Signature
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.
A-5
<PAGE> 65
Form of Reverse Side of Right Certificate -- continued
- -------------------------------------------------------------------------------
The undersigned hereby certifies that the Rights evidenced by
this Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).
-------------------------------
Signature
- -------------------------------------------------------------------------------
NOTICE
The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written upon the face
of this Right Certificate in every particular, without alteration or
enlargement or any change whatsoever.
In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Rights evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored.
A-6
<PAGE> 1
EXHIBIT 4-g-1
ROCKWELL INTERNATIONAL CORPORATION
RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS
ON NOVEMBER 6, 1996
- AMENDMENTS TO LONG-TERM INCENTIVES PLANS
RESOLVED, that the amendments to this Corporation's 1988
Long-Term Incentives Plan and 1995 Long-Term Incentives Plan as
described in the Memorandum of Proposed Amendments to the Rockwell
International Corporation 1988 Long-Term Incentives Plan and the
Memorandum of Proposed Amendments to the Rockwell International
Corporation 1995 Long-Term Incentives Plan, respectively, a copy of
each of which was presented to and ordered filed with the records of
this meeting, be, and they hereby are, approved and adopted effective
upon consummation of the Contribution.
<PAGE> 2
MEMORANDUM OF PROPOSED AMENDMENTS TO THE ROCKWELL
INTERNATIONAL CORPORATION 1988 LONG-TERM INCENTIVES PLAN
1. Amend Section 2 to redesignate paragraphs (a) through (f) as paragraphs (c)
through (h), respectively, to redesignate paragraphs (g) through (s) as
paragraphs (j) through (v), respectively, to add new, or amend redesignated,
paragraphs (a), (b), (d), (i), (k) and (s), respectively, to read in their
entirety as follows:
(a) Boeing. The Boeing Company, a Delaware corporation.
(b) Boeing North American. Boeing North American, Inc.
(formerly Rockwell International Corporation), a Delaware corporation
incorporated in 1928 that is the surviving corporation in a merger
with Boeing NA, Inc., a wholly-owned subsidiary of Boeing.
(d) Committee. The Compensation and Management Development
Committee designated by the Board of Directors from among its members
who are not eligible to receive a Grant under the Plan.
(i) Merger Closing Date. The Closing Date as defined in the
Agreement and Plan of Merger dated as of July 31, 1996 among Rockwell
International Corporation, a Delaware corporation incorporated in
1928, Boeing and Boeing NA, Inc.
(k) Participant. (i) Any Employee to whom a Grant is made;
(ii) any Employee (a Continuing USA Participant) as of the close of
business on May 31, 1996 who then held one or more outstanding Options
or Stock Appreciation Rights and who on or before the close of
business on the Merger Closing Date became an employee of United Space
Alliance, LLC (USA) immediately upon termination of employment (by
retirement or otherwise) by Rockwell or a subsidiary corporation of
Rockwell, but only for purposes of determining such an Employee's
rights with respect to his or her outstanding Options or Stock
Appreciation Rights and only so long as such Employee shall remain an
employee of USA and the Corporation, Boeing North American, Boeing or
any of their respective subsidiaries shall continue to own at least
50% of the total ownership interests in USA; and (iii) any Employee (a
Continuing Boeing Participant) as of the opening of business on the
Merger Closing Date who then held one or more outstanding Options or
Stock Appreciation Rights and who as of the close of business on that
date remains or becomes an employee of Boeing North American, Boeing
or any of their respective subsidiaries, but only for purposes of
determining such an Employee's rights with respect to his or her
outstanding Options or Stock Appreciation Rights and only so long as
such Employee shall remain an employee of Boeing North American,
Boeing or any of their respective subsidiaries.
2
<PAGE> 3
(s) Rockwell. Rockwell International Corporation (now Boeing
North American, Inc.), a Delaware corporation incorporated in 1928,
until the Merger Closing Date and Rockwell International Corporation
(formerly New Rockwell International Corporation), a Delaware
corporation incorporated in 1996, thereafter.
2. Amend Section 6 (f) to read in its entirety as follows:
(f) The aggregate number of Shares for which any Employee may
be granted Options in any fiscal year of the Corporation under all
plans of the Corporation shall in no event exceed 250,000, as adjusted
from time to time as herein provided. An increase in the number of
Shares covered by an outstanding Option resulting from an adjustment
made pursuant to Section 11 hereof shall not be deemed to constitute a
grant of Options for purposes of the foregoing limitation.
3. Amend Sections 9(c), (d) and (e) to read in their entirety as follows:
(c) If the employment by the Corporation of a Participant,
the employment by USA of a Continuing USA Participant or the
employment by Boeing North American, Boeing or any of their respective
subsidiaries of a Continuing Boeing Participant who (or whose
permitted transferee) holds an outstanding Grant of Options or Stock
Appreciation Rights terminates by reason of the death of the
Participant, the Continuing USA Participant or the Continuing Boeing
Participant, the Options or Stock Appreciation Rights subject to that
Grant and not theretofore exercised may be exercised from and after
the date of the death of the Participant, the Continuing USA
Participant or the Continuing Boeing Participant for a period of three
years (or until the expiration date specified in the Grant if earlier)
even if any of them was not exercisable at the date of death.
(d) If a Participant, a Continuing USA Participant or a
Continuing Boeing Participant who (or whose permitted transferee)
holds outstanding Options or Stock Appreciation Rights retires under a
retirement plan of the Corporation, USA, Boeing North American, Boeing
or any of their respective subsidiaries, at any time after a portion
thereof has become exercisable, the Options or Stock Appreciation
Rights subject to that Grant and not theretofore exercised may be
exercised from and after the date upon which they are first
exercisable under that Grant for a period of five years from the date
of retirement (or until the expiration date specified in the Grant if
earlier) even if any of them was not exercisable at the date of
retirement, except that any thereof (i) subject to a Grant made within
eighteen months before such retirement or (ii) held by a grantee (or a
permitted
3
<PAGE> 4
transferee thereof) who retires before either attaining age 62 or
accumulating 85 points (or fulfilling such other criteria as may be
required for an unreduced early retirement benefit) for purposes of
the applicable retirement plan, may be exercised solely for a period
of three years from the date of retirement (or until the expiration
date specified in the Grant if earlier) or such shorter period as the
Committee may determine within 60 days of a grantee's retirement.
(e) If the employment by the Corporation of a Participant,
the employment by USA of a Continuing USA Participant or the
employment by Boeing North American, Boeing or any of their respective
subsidiaries of a Continuing Boeing Participant who (or whose
permitted transferee) holds an outstanding Grant of Options or Stock
Appreciation Rights is terminated for any reason other than death or
retirement under a retirement plan of the Corporation, USA, Boeing
North American, Boeing or any of their respective subsidiaries, the
Options or Stock Appreciation Rights subject to that Grant and not
theretofore exercised may be exercised only within 90 days after the
termination of such employment (or until the expiration date specified
in the Grant if earlier) and only to the extent the grantee thereof
(or a permitted transferee) was entitled to exercise the Options or
Stock Appreciation Rights at the time of termination of such
employment, unless and except to the extent the Committee may
otherwise determine; provided, however, that the Committee shall not
in any event permit a longer period of exercise than would have been
applicable had the provisions of paragraph (d) above been applicable.
4
<PAGE> 5
MEMORANDUM OF PROPOSED AMENDMENTS TO THE ROCKWELL
INTERNATIONAL CORPORATION 1995 LONG-TERM INCENTIVES PLAN
1. Amend Section 2 to redesignate paragraphs (a) through (h) as paragraphs (c)
through (j), respectively, to redesignate paragraphs (i) through (v) as
paragraphs (l) through (y), respectively, to add new, or amend redesignated,
paragraphs (a), (b), (d), (k), (m) and (y), respectively, to read in their
entirety as follows:
(a) Boeing. The Boeing Company, a Delaware corporation.
(b) Boeing North American. Boeing North American, Inc.
(formerly Rockwell International Corporation), a Delaware corporation
incorporated in 1928 that is the surviving corporation in a merger
with Boeing NA, Inc., a wholly-owned subsidiary of Boeing.
(d) Committee. The Compensation and Management Development
Committee designated by the Board of Directors from among its members
who are not eligible to receive a Grant under the Plan.
(k) Merger Closing Date. The Closing Date as defined in the
Agreement and Plan of Merger dated as of July 31, 1996 among Rockwell
International Corporation, a Delaware corporation incorporated in
1928, Boeing and Boeing NA, Inc.
(m) Participant. (i) Any Employee to whom a Grant is made;
(ii) any Employee (a Continuing USA Participant) as of the close of
business on May 31, 1996 who then held one or more outstanding Options
or Stock Appreciation Rights and who on or before the close of
business on the Merger Closing Date became an employee of United Space
Alliance, LLC (USA) immediately upon termination of employment (by
retirement or otherwise) by Rockwell or a subsidiary corporation of
Rockwell, but only for purposes of determining such an Employee's
rights with respect to his or her outstanding Options or Stock
Appreciation Rights and only so long as such Employee shall remain an
employee of USA and the Corporation, Boeing North American, Boeing or
any of their respective subsidiaries shall continue to own at least
50% of the total ownership interests in USA; and (iii) any Employee (a
Continuing Boeing Participant) as of the opening of business on the
Merger Closing Date who then held one or more outstanding Options or
Stock Appreciation Rights and who as of the close of business on that
date remains or becomes an employee of Boeing North American, Boeing
or any of their respective subsidiaries, but only for purposes of
determining such an Employee's rights with respect to his or her
outstanding Options or Stock Appreciation Rights and only so long as
such Employee shall remain an employee of Boeing North American,
Boeing or any of their respective subsidiaries.
5
<PAGE> 6
(y) Rockwell. Rockwell International Corporation (now Boeing
North American, Inc.), a Delaware corporation incorporated in 1928,
until the Merger Closing Date and Rockwell International Corporation
(formerly New Rockwell International Corporation), a Delaware
corporation incorporated in 1996, thereafter.
3. Amend Sections 9(c), (d) and (e) to read in their entirety as follows:
(c) If the employment by the Corporation of a Participant,
the employment by USA of a Continuing USA Participant or the
employment by Boeing North American, Boeing or any of their respective
subsidiaries of a Continuing Boeing Participant who (or whose
permitted transferee) holds an outstanding Grant of Options or Stock
Appreciation Rights terminates by reason of the death of the
Participant, the Continuing USA Participant or the Continuing Boeing
Participant, the Options or Stock Appreciation Rights subject to that
Grant and not theretofore exercised may be exercised from and after
the date of the death of the Participant, the Continuing USA
Participant or the Continuing Boeing Participant for a period of three
years (or until the expiration date specified in the Grant if earlier)
even if any of them was not exercisable at the date of death.
(d) If a Participant, a Continuing USA Participant or a
Continuing Boeing Participant who (or whose permitted transferee)
holds outstanding Options or Stock Appreciation Rights retires under a
retirement plan of the Corporation, USA, Boeing North American, Boeing
or any of their respective subsidiaries, at any time after a portion
thereof has become exercisable, the Options or Stock Appreciation
Rights subject to that Grant and not theretofore exercised may be
exercised from and after the date upon which they are first
exercisable under that Grant for a period of five years from the date
of retirement (or until the expiration date specified in the Grant if
earlier) even if any of them was not exercisable at the date of
retirement, except that any thereof (i) subject to a Grant made within
eighteen months before such retirement or (ii) held by a grantee (or a
permitted transferee thereof) who retires before either attaining age
62 or accumulating 85 points (or fulfilling such other criteria as may
be required for an unreduced early retirement benefit) for purposes of
the applicable retirement plan, may be exercised solely for a period
of three years from the date of retirement (or until the expiration
date specified in the Grant if earlier) or such shorter period as the
Committee may determine within 60 days of a grantee's retirement.
6
<PAGE> 7
(e) If the employment by the Corporation of a Participant,
the employment by USA of a Continuing USA Participant or the
employment by Boeing North American, Boeing or any of their respective
subsidiaries of a Continuing Boeing Participant who (or whose
permitted transferee) holds an outstanding Grant of Options or Stock
Appreciation Rights is terminated for any reason other than death or
retirement under a retirement plan of the Corporation, USA, Boeing
North American, Boeing or any of their respective subsidiaries, the
Options or Stock Appreciation Rights subject to that Grant and not
theretofore exercised may be exercised only within 90 days after the
termination of such employment (or until the expiration date specified
in the Grant if earlier) and only to the extent the grantee thereof
(or a permitted transferee) was entitled to exercise the Options or
Stock Appreciation Rights at the time of termination of such
employment, unless and except to the extent the Committee may
otherwise determine; provided, however, that the Committee shall not
in any event permit a longer period of exercise than would have been
applicable had the provisions of paragraph (d) above been applicable.
7
<PAGE> 1
EXHIBIT 4-g-2
ROCKWELL INTERNATIONAL CORPORATION
RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS
ON NOVEMBER 6, 1996
- - ADJUSTMENTS TO OUTSTANDING AWARDS AND MAXIMUM LIMITATIONS UNDER 1979 STOCK
PLAN FOR KEY EMPLOYEES, 1988 LONG-TERM INCENTIVES PLAN, 1995 LONG-TERM
INCENTIVES PLAN AND DIRECTORS STOCK PLAN
RESOLVED, that, effective upon the consummation of the
Contribution, (i) each outstanding option and stock appreciation right
under this Corporation's 1979 Stock Plan for Key Employees (the "1979
Plan"), 1988 Long-Term Incentives Plan (the "1988 Plan"), 1995 Long-Term
Incentives Plan (the "1995 Plan") and Directors Stock Plan (the "Directors
Plan" and together with the 1979 Plan, the 1988 Plan and the 1995 Plan, the
"Plans") with respect to shares of this Corporation's Common Stock or Class
A Common Stock shall be and become an option or stock appreciation right,
as the case may be, with respect to shares of New Rockwell's Common Stock
or Class A Common Stock; (ii) the price per share for each share of New
Rockwell's Common Stock or Class A Common Stock subject to outstanding
options or stock appreciation rights under the Plans shall be adjusted by
multiplying such price per share immediately prior to the consummation of
the Contribution by the ratio (the "Conversion Ratio") equal to the
quotient of the average (the "Average Price") of the daily closing prices
per share of New Rockwell's Common Stock as reported (on a when-issued
basis) on the New York Stock Exchange Composite Transactions reporting
system (the "NYSE Composite") for the five consecutive full trading days
(the "Averaging Period") of the New York Stock Exchange ("NYSE") ending on
the last full trading day before the Closing Date (as defined in the Merger
Agreement) divided by the Average Price of this Corporation's Common Stock
as reported on the NYSE Composite for the Averaging Period; (iii) the
number of shares of New Rockwell's Common Stock or Class A Common Stock, as
the case may be, subject to each outstanding option and stock appreciation
right under the Plans shall be adjusted by multiplying the number of shares
of this Corporation's Common Stock or Class A Common Stock subject thereto
immediately prior to the consummation of the Contribution by the reciprocal
of the Conversion Ratio; and (iv) the maximum number of shares of New
Rockwell's Common Stock and Class A Common Stock which
<PAGE> 2
may be issued or transferred pursuant to the 1988 Plan shall be the maximum
number thereof immediately prior to the consummation of the Contribution
set forth in Section 10(b) thereof, multiplied by the reciprocal of the
Conversion Ratio; and further
RESOLVED, that the officers of this Corporation be, and each of them
hereby is, authorized and empowered to take or cause to be taken such
action or actions and to execute and deliver or cause to be executed and
delivered such instruments, certificates and other documents as they may
deem necessary or appropriate to carry out the purpose and intent of the
foregoing resolutions.
2
<PAGE> 1
EXHIBIT 4-g-3
ROCKWELL INTERNATIONAL CORPORATION
RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS
ON NOVEMBER 6, 1996
- ASSIGNMENT AND ASSUMPTION OF COMPENSATION AND EMPLOYEE BENEFIT PLANS
RESOLVED, that the proposed assignment to and assumption by New
Rockwell of the compensation and employee benefit plans of this Corporation
set forth below, together with any and all sub-plans, agreements,
undertakings or other liabilities thereunder, in connection with and
effective upon consummation of the Contribution (as defined in the Merger
Agreement), be, and they hereby are, authorized and approved by this
Corporation on its own behalf and as the sole shareowner of New Rockwell:
1979 Stock Plan for Key Executives
1988 Long-Term Incentives Plan
1995 Long-Term Incentives Plan
Directors Stock Plan
Incentive Compensation Plan
Deferred Compensation Plan
Annual Incentive Compensation Plan
for Senior Executive Officers
Deferred Compensation Policy for Non-Employee Directors
Retirement Policy for Certain Former Directors
Rockwell International Corporation Savings Plan
Rockwell International Corporation Supplemental
Savings Plan for Highly Compensated Employees
Rockwell International Corporation Excess Benefit
Savings Plan
Rockwell Retirement Savings Plan for Certain Employees
Rockwell International Corporation Asheville Employees
Retirement Savings Plan -- Truck Axle Division
Rockwell International Corporation York Employees
Retirement Savings Plan -- Truck Axle Division
Rockwell International Corporation Retirement Plan
for Hourly Employees -- Gordonsville, Tennessee
Rockwell International Corporation Gordonsville,
Tennessee Employees Retirement Savings Plan
<PAGE> 1
EXHIBIT 4-g-4
NEW ROCKWELL INTERNATIONAL CORPORATION
PROPOSED RESOLUTIONS FOR ADOPTION
AT DECEMBER 4, 1996 BOARD MEETING
- APPROVAL OF ASSUMPTION AND ADOPTION OF COMPENSATION AND BENEFIT PLANS
RESOLVED, that, this Corporation's proposed succession to, and
assumption of, sponsorship, effective as of the Time of Contribution
(as defined in the Merger Agreement), including but not limited to any
liabilities in respect of outstanding stock options, stock appreciation
rights or restricted stock, of those compensation and benefit plans
listed below which were sponsored by Rockwell immediately prior to the
Time of Contribution, together with any and all sub-plans, agreements,
undertakings or other liabilities thereunder, in connection with the
Contribution (as defined in the Merger Agreement), be, and they hereby
are, authorized and approved:
Rockwell International Corporation Supplemental
Savings Plan for Highly Compensated Employees
Rockwell Retirement Savings Plan Excess Benefit
Savings Plan
1979 Stock Plan for Key Executives
1988 Long-Term Incentives Plan
1995 Long-Term Incentives Plan
Directors Stock Plan
Incentive Compensation Plan
Deferred Compensation Plan
Annual Incentive Compensation Plan for Senior
Executive Officers
Deferred Compensation Policy for Non-Employee
Directors of Rockwell International Corporation
<PAGE> 1
EXHIBIT 5
November 27, 1996
Rockwell International Corporation
2201 Seal Beach Boulevard
Seal Beach, CA 90740
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of New Rockwell
International Corporation, a Delaware corporation (the "Company"), and am
delivering this opinion in connection with the filing on this date by the
Company of a Registration Statement on Form S-8 (the "Registration Statement")
registering under the Securities Act of 1933, as amended (the "Act"), certain
shares of Common Stock, par value $1.00 per share (including the associated
Preferred Share Purchase Rights) and Class A Common Stock, par value $1.00 per
share (including the associated Preferred Share Purchase Rights) of the Company
(collectively, the "Common Shares") that may be issued in accordance with the
Rockwell International Corporation 1995 Long-Term Incentives Plan, Rockwell
International Corporation 1988 Long-Term Incentives Plan and Rockwell
International Corporation 1979 Stock Plan for Key Employees (collectively, the
"Plans").
I have examined such documents, records and matters of law as I have deemed
necessary as a basis for the opinions hereinafter expressed.
On the basis of the foregoing, and having regard for legal considerations that
I deem relevant, I am of the opinion that when the Registration Statement
becomes effective under the Act, any Common Shares issued and delivered in
accordance with the Plans will, when so delivered, be legally issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
I express no opinion herein as to any laws other than the General Corporation
Law of the State of Delaware and the Federal laws of the United States.
Very truly yours,
/s/ William J. Calise, Jr.
