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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON September 30, 1999
Registration No. 333-82529
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PRE-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------
RAYTHEON COMPANY
(Exact name of registrant as specified in its charter)
95-1778500
(I.R.S. Employer Identification Number)
----------------------
141 SPRING STREET
LEXINGTON, MASSACHUSETTS 02421
(781) 862-6600
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
THOMAS D. HYDE, ESQ. Copy to:
SENIOR VICE PRESIDENT, GENERAL COUNSEL MICHAEL P. O'BRIEN, ESQ.
AND SECRETARY JOHAN V. BRIGHAM, ESQ.
Raytheon Company Bingham Dana LLP
141 Spring Street 150 Federal Street
Lexington, Massachusetts, 02421 Boston, MA 02110
(781) 862-6600 (617) 951-8000
(Address, including zip code and telephone number,
including area code of agent for service of process)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time, after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
[_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] _________________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit(1) Price(1)(2) Registration Fee
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<S> <C> <C> <C> <C>
Debt Securities(4)(7) (3) (3) (3) (3)
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Preferred Stock, $0.01 par
value per share(5)(7) (3) (3) (3) (3)
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Class B Common Stock, $0.01 par value per (3) (3) (3) (3)
share(6)(7)
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Warrants(8) (3) (3) (3) (3)
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Total: $3,000,000,000(9) 100% $3,000,000,000(9) $834,000(10)
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(1) The proposed maximum per unit and aggregate offering prices per class of
security will be determined from time to time by the Registrant in
connection with the issuance by the Registrant of the securities registered
hereunder.
(2) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(o) under the Securities Act.
(3) Not required to be included in accordance with General Instruction II.D. of
Form S-3 under the Securities Act.
(4) Subject to note (9) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold, from time
to time, by the Registrant. If any Debt Securities are issued at an
original issue discount, then the offering price shall be in such greater
principal amount as shall result in an aggregate initial offering price not
to exceed $3.0 billion less the dollar amount of any securities previously
issued hereunder.
(5) Subject to note (9) below, there is being registered hereunder an
indeterminate number of shares of Preferred Stock of the Company as may be
sold from time to time.
(6) Subject to note (9) below, there is being registered hereunder an
indeterminate number of shares of Class B Common Stock of the Company as
may be sold from time to time.
(7) Subject to note (9) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities, and an indeterminate
number of shares of Preferred Stock and Class B Common Stock of the
Company, as shall be issuable upon conversion or redemption of Debt
Securities, Preferred Stock or Class B Common Stock of the Company, as the
case may be, or upon the exercise of Warrants of the Company registered
hereunder.
(8) Subject to note (9) below, there is being registered hereunder an
indeterminate amount and number of Warrants of the Company, representing
rights to purchase certain of the Debt Securities, Preferred Stock or Class
B Common Stock of the Company registered hereunder.
(9) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$3.0 billion or the equivalent thereof in one or more foreign currencies,
foreign currency units, or composite currencies. The aggregate amount of
Class B Common Stock registered hereunder is further limited to that which
is permissible under Rule 415(a)(4) under the Securities Act. The
securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(10) A filing fee of $834,000 was previously paid upon the original filing of
this Registration Statement on July 9, 1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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Subject to Completion, Dated September 30, 1999
Prospectus
RAYTHEON COMPANY
DEBT SECURITIES
PREFERRED STOCK
CLASS B COMMON STOCK
WARRANTS
-----------------
By this prospectus, we may offer, from time to time, the following securities:
. our unsecured senior debt securities
. our unsecured subordinated debt securities
. warrants to purchase our debt securities
. shares of our preferred stock
. warrants to purchase shares of our preferred stock
. shares of our Class B common stock
. warrants to purchase shares of our Class B common stock
. units consisting of some or all of these securities
INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 2.
We may offer the offered securities in different series from time to time in
amounts, at prices and on terms determined at the time of the offering. We will
provide you with specific terms of the applicable offered securities in
supplements to this prospectus. The aggregate initial offering price of the
securities that we may issue under this prospectus will not exceed $3.0 billion.
Our Class B common stock is listed for trading on the New York Stock
Exchange, the Chicago Stock Exchange and the Pacific Exchange under the symbol
RTNb. On September 29, 1999, the last reported sale price of our Class B common
stock on the New York Stock Exchange was $48.31.
You should read this prospectus and any prospectus supplement carefully
before you decide to invest. This prospectus may not be used to make sales of
the offered securities unless it is accompanied by a prospectus supplement
describing the method and terms of the offering of those offered securities. We
may sell the securities, or we may distribute them through underwriters or
dealers. In addition, the underwriters may overallot a portion of the
securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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TABLE OF CONTENTS
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Page
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<S> <C>
Raytheon Company........................................................... 1
Electronics........................................................... 1
Aircraft.............................................................. 2
Engineering and Construction.......................................... 2
Risk Factors............................................................... 2
About this Prospectus...................................................... 8
Where You Can Find More Information........................................ 8
Disclosure Regarding Forward-Looking Statements............................ 9
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.. 10
Use of Proceeds............................................................ 10
Description of Our Securities.............................................. 10
Description of Our Debt Securities......................................... 11
Subordination of Subordinated Debt Securities......................... 12
Events of Default..................................................... 13
Defeasance and Covenant Defeasance.................................... 14
Modification and Waiver............................................... 15
Covenants............................................................. 15
Consolidation, Merger and Sale of Assets.............................. 16
Conversion or Exchange Rights......................................... 16
Global Securities..................................................... 16
Our Debt Trustee...................................................... 18
Description of Our Preferred Stock......................................... 18
Hughes Separation Agreement........................................... 19
Description of Our Class B Common Stock.................................... 20
Provisions of our Restated Certificate of Incorporation
and Amended and Restated By-Laws...................................... 21
Stockholder Rights Plan............................................... 22
Section 203 of the Delaware General Corporation Law................... 23
Stock Exchange Listing................................................ 23
Transfer Agent........................................................ 23
Description of Our Securities Warrants..................................... 23
Plan of Distribution....................................................... 24
Legal Matters.............................................................. 25
Experts.................................................................... 25
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Raytheon Company
Raytheon Company is a global technology leader, with worldwide 1998 sales of
more than $19.5 billion. We provide products and services in the areas of
defense and commercial electronics, business and special mission aircraft, and
engineering and construction. We have operations throughout the United States
and serve customers in more than 80 countries around the world. Our principal
executive offices are located at 141 Spring Street, Lexington, Massachusetts
02421. Our telephone number is (781) 862-6600.
ELECTRONICS
Defense Electronics. Raytheon Systems Company represents the combination and
consolidation of four legacy defense organizations--Raytheon Electronic Systems,
Raytheon E-Systems, Raytheon TI Systems and the defense electronics business of
Hughes Electronics Corporation.
Raytheon Systems Company designs, manufactures and services advanced
electronic devices, equipment and systems for both government and commercial
customers. In addition to defense electronic systems, Raytheon Systems Company
has been successful in the conversion of defense electronic technologies to
commercial applications such as air traffic control, environmental monitoring
and communications. Raytheon Systems Company currently consists of the following
five business units, which are focused on the following programs:
Defense Systems:
. anti-ballistic missile systems
. air defense
. air-to-air, surface-to-air, and air-to-surface missiles
. naval and maritime systems
. ship self-defense systems
. torpedoes; strike, interdiction and cruise missiles
. advanced munitions
Sensors and Electronic Systems:
. radar
. electronic warfare
. infrared; laser
. GPS technologies
Sensors and Electronic Systems programs focus on land, naval, airborne and
spaceborne systems used for the following applications:
. surveillance
. reconnaissance
. targeting
. navigation
. commercial
. scientific
Command, Control, Communication and Information Systems:
. command, control and communications systems
. air traffic control systems
. tactical radios
. satellite communication ground control terminals
. wide area surveillance systems; advanced transportation systems
. simulators and simulation systems
. ground-based information processing systems
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. large scale information retrieval, processing and distribution
systems
. global broadcast systems
Aircraft Integration Systems:
. integration of airborne surveillance and intelligence systems
. aircraft modifications
. head-of-state aircraft systems
Training and Services:
. training services and integrated training programs
. technical services
. logistics and support
Commercial Electronics. Our commercial electronics businesses produce,
among other things:
. marine radars and other marine electronics
. transmit/receive modules for satellite communications projects
. other electronic components for a wide range of applications
AIRCRAFT
Raytheon Aircraft, a subsidiary of Raytheon Company, offers one of the
broadest product lines in the general aviation market. Raytheon Aircraft
manufactures, markets and supports piston-powered aircraft, jet props and light
and medium jets for the world's commercial, regional airline and military
aircraft markets. Raytheon Aircraft is the prime contractor for the U.S. Air
Force/U.S. Navy Joint Primary Aircraft Training System (JPATS). In addition, in
1997 Raytheon Aircraft launched its own fractional or shared aircraft ownership
business called Raytheon Travel Air. This program currently has over 200
customers.
ENGINEERING AND CONSTRUCTION
Raytheon Engineers & Constructors, a subsidiary of Raytheon Company, is one of
the largest engineering and construction firms in the United States, serving
markets throughout the world. Raytheon Engineers & Constructors designs,
constructs and maintains facilities and plants operated by a range of customers,
including:
. independent power producers
. utilities
. petroleum companies
. pulp and paper companies
. industrial concerns
. governments
RISK FACTORS
An investment in our securities involves a high degree of risk. In addition
to the other information included in this prospectus, you should carefully
consider the following risk factors in determining whether or not to purchase
the securities offered under this prospectus.
OUR CONSOLIDATION, REORGANIZATION AND COST-CUTTING EFFORTS AT RAYTHEON SYSTEMS
COMPANY MAY NOT BE SUCCESSFUL.
During 1998, we announced plans to reduce the workforce and close facilities
in conjunction with the consolidation and reorganization of Raytheon Systems
Company. Significant progress has been made to date in completing these actions.
In September 1999, we announced plans to further reduce costs at Raytheon
Systems Company. While these new cost-cutting actions were taken in an effort to
improve Raytheon Systems Company's competitive position in its
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markets, there can be no assurance that these actions will be successful in
improving the results of operations of Raytheon Systems Company or that
additional reductions and associated restructuring charges will not be required
in the future.
WE MAY NOT SUCCESSFULLY COMPLETE OUR COST-CUTTING EFFORTS AT RAYTHEON ENGINEERS
& CONSTRUCTORS.
During 1998, we announced plans to reduce the Raytheon Engineers &
Constructors workforce and reduce facility space. In September 1999, we
announced plans to further reduce costs at Raytheon Engineers & Constructors.
While these new actions were taken in an effort to improve the competitive
position of Raytheon Engineers & Constructors in its markets, there can be no
assurance that the actions will be successful in improving the results of
operations of Raytheon Engineers & Constructors, or that additional reductions
and associated restructuring charges will not be required in the future. If we
are unable to improve the results of operations of Raytheon Engineers &
Constructors, it could have a material adverse effect on Raytheon's results of
operations and financial condition.
WE HAVE RECENTLY SOLD A NUMBER OF OUR BUSINESS UNITS.
Consistent with our strategy of focusing on and streamlining our core
businesses and paying down our debt, during 1998 and 1999 we divested several
non-core business units. These include three business units that we agreed to
divest when we acquired the defense operations of Hughes Electronics Corporation
and the defense assets of Texas Instruments Incorporated in 1997. As a result
of these divestitures, we no longer receive revenues from these operations and,
in addition, our business is less diversified and thus more sensitive to
conditions and trends in the remaining industries in which we operate.
WE RELY HEAVILY ON GOVERNMENT CONTRACTS.
We act as prime contractor or major subcontractor for many different
government programs. Over a lifetime a program may be implemented by the award
of many different individual contracts and subcontracts. The funding of
government programs is subject to congressional appropriations. Although multi-
year contracts may be authorized in connection with major procurements, Congress
generally appropriates funds on a fiscal year basis even though a program may
continue for several years. Consequently, programs are often only partially
funded initially and additional funds are committed only as Congress makes
further appropriations.
Generally, government contracts are subject to oversight audits by government
representatives and contain provisions permitting termination, in whole or in
part, without prior notice at the government's convenience upon the payment of
compensation only for work done and commitments made at the time of termination.
Our government business is subject to specific procurement regulations and a
variety of socio-economic and other requirements. Failure to comply with these
regulations and requirements could lead to suspension or debarment, for cause,
from government contracting or subcontracting for a period of time. Among the
causes for debarment are violations of various statutes, including those related
to:
. procurement integrity
. export control
. government security regulations
. employment practices
. protection of the environment
. accuracy of records and the recording of costs
In addition, sales to the government may be affected by:
. changes in procurement policies
. budget considerations
. changing concepts of national defense
. political developments abroad
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We also may experience problems associated with advanced designs required by the
government which may result in unforeseen technological difficulties and cost
overruns.
OUR LARGEST CUSTOMER IS THE UNITED STATES GOVERNMENT.
Approximately 66% of our net sales in 1998 were to the United States
government. Our U.S. government programs must compete with other defense
contractors for a limited number of defense programs and for uncertain levels of
funding. The funding of defense programs competes with non-defense spending of
the U.S. government. Budget decisions made by the U.S. government are outside of
our control and have long-term consequences for the size and structure of
Raytheon.
WE CONDUCT BUSINESS INTERNATIONALLY.
In 1998, sales to international customers accounted for approximately 26% of
our net sales. We expect that international sales will continue to account for a
substantial portion of our net sales for the foreseeable future, and may
increase as a percentage of our net sales. As a result, we are subject to risks
of doing business internationally, including:
. changes in regulatory requirements
. domestic and foreign government policies, including requirements to expend a
portion of program funds locally and governmental industrial cooperation
requirements
. fluctuations in foreign currency exchange rates
. delays in placing orders
. the complexity and necessity of using foreign representatives and consultants
. the uncertainty of adequate and available transportation
. the uncertainty of the ability of foreign customers to finance purchases
. uncertainties and restrictions concerning the availability of funding credit
or guarantees
. imposition of tariffs or embargoes, export controls and other trade
restrictions
. the difficulty of management and operation of an enterprise spread over
various countries
. compliance with a variety of foreign laws as well as U.S. laws affecting the
activities of U.S. companies abroad and
. general economic and geopolitical conditions, including international
hostilities, inflation, trade relationships and military and political
alliances
Licenses are required from government agencies under the Export Administration
Act, the Trading with the Enemy Act of 1917 and the Arms Export Control Act of
1976 for export of many of our products. In the case of certain sales of
defense equipment and services to foreign governments, the U.S. government's
Executive Branch must notify Congress at least 15 to 30 days, depending on the
location of the sale, prior to authorizing these sales. During that time,
Congress may take action to block the proposed sale.
WE MAY SUFFER PROBLEMS RELATING TO YEAR 2000 DATE CONVERSION.
The Year 2000 problem concerns the inability of information systems to
properly recognize and process date-sensitive information beyond January 1,
2000. In January 1998, we initiated a formal comprehensive enterprise-wide
program to identify and to resolve Year 2000 related issues. The scope of the
program includes the investigation of all Raytheon functions and products and
all internally used hardware and software systems, including embedded systems in
what are not traditionally considered information technology systems. The
program has developed standard processes and an internal service center in
support of Year 2000 readiness. The Company is following an eight-step risk
management process grouped into two major phases: detection, including planning
and awareness, inventory, triage, and detailed assessment; and correction,
including resolution, test planning, test execution, and deployment.
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We have identified the following system types that could have risk:
. application
. infrastructure
. test equipment
. engineering computing
. manufacturing
. delivered product
. facilities and
. supply chain
The completion of several large acquisitions in recent years through which we
inherited a significant number of systems, products, and facilities adds to the
complexity of this task. Additional risks associated with the Year 2000 problem
include:
. failure of systems and software used by our customers which will impact their
financial ability to purchase our products
. failure of systems and software used by vendors and third-party service
providers upon which we rely for outsourced services and products
. Year 2000 problems with our suppliers which could negatively impact our
ability to fulfill our orders promptly and
. errors or failures of systems in which our products are implemented which
could result in improper interfacing or operation of such devices
THE MARKETS IN WHICH WE OPERATE ARE COMPETITIVE.
The military and commercial industries in which we operate are highly
competitive. Our competitors range from highly resourceful small concerns,
which engineer and produce specialized items, to large, diversified firms.
Several established and emerging companies offer a variety of products for
applications similar to those of our products. Our competitors may have more
extensive or more specialized engineering, manufacturing and marketing
capabilities than we do in some areas. Some of our largest customers could
develop the capability to manufacture products similar to products that we
manufacture. In addition, we are facing increased international competition and
cross-border consolidation of competition.
WE MUST DEVELOP NEW PRODUCTS TO KEEP UP WITH RAPID TECHNOLOGICAL CHANGE.
Both our commercial and defense markets are characterized by rapidly changing
technologies and evolving industry standards. Accordingly, our future
performance depends on a number of factors, including our ability to:
. identify emerging technological trends in our target markets
. develop and maintain competitive products
. enhance our products by adding innovative features that differentiate our
products from those of our competitors and
. manufacture and bring products to market quickly at cost-effective prices
We believe that, in order to remain competitive in the future, we will need to
continue to develop new products, which will require the investment of
significant financial resources in new product development.
WE MAY NOT BE SUCCESSFUL IN CONVERTING OUR DEFENSE PRODUCTS INTO COMMERCIAL
PRODUCTS.
In order to leverage technology that we develop for defense applications, we
frequently strive to adapt existing defense technology for commercial markets.
We may not be successful, however, in converting our defense systems and devices
into commercially viable products, and the market for such products may be
limited.
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WE MAY LOSE MONEY ON OUR CONTRACTS.
Sometimes we enter into contracts on a firm, fixed price basis - which allows
us to benefit from cost savings, but carries the burden of cost overruns. If
our initial estimates are incorrect, we can lose money on these contracts. In
addition, some of our contracts have provisions relating to cost controls and
audit rights and if we fail to meet the terms specified in those contracts then
we may not realize their full benefits.
WE MAY BE UNABLE TO ATTRACT OR RETAIN QUALIFIED PERSONNEL.
Due to the specialized nature of our businesses, our future performance is
highly dependent upon the continued services of our key engineering personnel
and executive officers. Our prospects depend upon our ability to attract and
retain qualified engineering, manufacturing, marketing, sales and management
personnel for our operations. Competition for personnel is intense and we may
not be successful in attracting or retaining qualified personnel.
OUR LABOR FORCE IS UNIONIZED.
Approximately 16,000 of our employees are unionized, which represented
approximately 16% of our employees at June 30, 1999. As a result, we may
experience work stoppages from time to time, and we are vulnerable to the
demands imposed by our collective bargaining relationships. We cannot predict
how stable these relationships, currently with 13 different labor organizations,
will be or whether we will be able to meet the requirements of these unions
without impacting the financial condition of Raytheon. In addition, the
presence of unions may limit our flexibility in dealing with our workforce.
WE MAY BE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS.
We own a large number of United States and foreign patents and patent
applications as well as trademark, copyright and semiconductor chip mask work
registrations which are necessary and contribute significantly to the
preservation of our competitive position in the market. In some instances, we
have augmented our technology base by licensing the proprietary intellectual
property of others. In the future, we may not be able to obtain necessary
licenses on commercially reasonable terms. We enter into confidentiality and
invention assignment agreements with our employees, and enter into non-
disclosure agreements with our suppliers and appropriate customers so as to
limit access to and disclosure of our proprietary information. These measures
may not suffice to deter misappropriation or independent third party development
of similar technologies. Moreover, the protection provided to our intellectual
property by the laws and courts of foreign nations may not be as advantageous to
us as the remedies available under United States law.
WE MAY INCUR COSTS IN COMPLYING WITH ENVIRONMENTAL LAWS.
We are generators of both hazardous and non-hazardous wastes. The treatment,
storage, transportation and disposal of these hazardous and non-hazardous wastes
are governed by various environmental laws and regulations. If we do not handle
hazardous wastes properly, we could be subject to significant liabilities.
THERE ARE LIMITATIONS ON CHANGES OF CONTROL OF RAYTHEON.
Our certificate of incorporation and by-laws contain certain provisions, such
as a classified board of directors, a provision prohibiting stockholder action
by written consent, a provision prohibiting stockholders from calling special
meetings and a provision authorizing our Board of Directors to consider factors
other than stockholders' short-term interests in evaluating an offer involving a
change in control. Such provisions could have the effect of delaying or
preventing a change in control of Raytheon or the removal of Raytheon
management, of deterring potential acquirers from making an offer to our
stockholders and of limiting any opportunity to realize premiums over prevailing
market prices for Raytheon common stock. Provisions of the Rights Agreement
described under "Description of Our Class B Common Stock--Stockholder Rights
Plan," and the Hughes Separation Agreement, described under "Description of Our
Preferred Stock--Hughes Separation Agreement" could also have the effect of
deterring changes of control of Raytheon.
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OUR ABILITY TO PARTICIPATE IN FUTURE DEFENSE INDUSTRY CONSOLIDATION
IS LIMITED.
There may be changes in the competitive landscape due to the consolidation of
the U.S. or global defense industry. We are subject to certain covenants under
the Hughes Separation Agreement that prohibit us from entering into or in some
instances permitting specific transactions and activities if these activities
would jeopardize the tax-free status of the merger of Raytheon and defense
business of Hughes Electronics or the transactions effected by General Motors
and Hughes Electronics immediately prior to the merger pursuant to which Hughes'
defense business became an independent, wholly-owned subsidiary of General
Motors and Class A Common Stock was distributed by General Motors to its common
stockholders. These covenants could prohibit us, in some cases, from
participating in defense industry consolidations and could also have the effect
of deterring us from capitalizing on opportunities that arise while the
covenants are in effect, including strategically advantageous mergers and
acquisitions.
WE DEPEND ON COMPONENT AVAILABILITY, SUBCONTRACTOR PERFORMANCE AND OUR KEY
SUPPLIERS TO MANUFACTURE AND DELIVER OUR PRODUCTS.
Our manufacturing operations are highly dependent upon the delivery of
materials by outside suppliers in a timely manner. In addition, we depend in
part upon subcontractors to assemble major components and subsystems used in our
products in a timely and satisfactory manner. While we enter into long-term or
volume purchase agreements with a few of our suppliers, we cannot be sure that
materials, components, and subsystems will be available in the quantities we
require, if at all. We are dependent for some purposes on sole-source
suppliers. If any of them fails to meet our needs, we may not have readily
available alternatives.
WE HAVE A DUAL CLASS CAPITAL STRUCTURE.
We have two distinct classes of common stock - Class A Common Stock and Class
B Common Stock. With respect to all actions other than the election or removal
of directors, holders of Class A Common Stock and Class B Common Stock have
equal voting rights. With respect to the election or removal of directors only,
holders of Class A Common Stock have 80.1% of the total voting power. Holders
of Class B Common Stock have the remaining 19.9% of the voting power. If you
hold Class B Common Stock, or any securities convertible into or exercisable for
Class B Common Stock, the value of your securities may be depressed by the
disparity in voting power. Furthermore, while shares of Class B Common Stock
currently trade on the New York Stock Exchange, the Chicago Stock Exchange and
the Pacific Exchange, the listing policies of each of these exchanges with
respect to corporations with dual-class capitalizations may change in the
future, and in the future such policies may not allow for the continued listing
of our Class B Common Stock.
THE UNPREDICTABILITY OF OUR RESULTS MAY HARM THE TRADING PRICE OF OUR
SECURITIES, OR CONTRIBUTE TO VOLATILITY.
Our operating results may vary significantly over time for a variety of
reasons, many of which are outside of our control, and any of which may harm our
business. The value of our securities may fluctuate as a result of
considerations that are difficult to forecast, such as:
. volume and timing of product orders received and delivered
. levels of product demand
. consumer and government spending patterns
. the timing of contract receipt and funding
. our ability and the ability of our key suppliers to respond to changes in
customer orders
. timing of our new product introductions and the new product introductions of
our competitors
. changes in the mix of our products
. cost and availability of components and subsystems
. price erosion
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. adoption of new technologies and industry standards
. competitive factors, including pricing, availability and demand for competing
products
. fluctuations in foreign currency exchange rates
. conditions in the capital markets and the availability of project
financing
. regulatory developments and
. general economic conditions
During the period between August 31, 1998 and September 29, 1999, the market
price of our Class B Common Stock as quoted on the New York Stock Exchange, the
Chicago Stock Exchange and the Pacific Exchange has ranged from a low of $69.25
per share to a high of $44.50 per share. The market prices for our other
securities, including those that are exercisable for or convertible into our
Class B Common Stock, may also be volatile.
WE HAVE COMPLETE DISCRETION OVER HOW THE PROCEEDS OF THIS OFFERING WILL BE
SPENT.
We may use the proceeds of this offering for investments, acquisitions,
efforts to increase market share, working capital, general corporate purposes
and other capital expenditures. The specific uses of the proceeds will be at
our complete discretion and the proceeds may be allocated from time to time
based on a variety of circumstances. There is no assurance we will spend the
money wisely or in a way that will improve the financial condition of
Raytheon.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
this shelf process, we may sell any combination of the securities described in
this prospectus in one or more offerings up to a total dollar amount of $3.0
billion or the equivalent denominated in foreign currencies. This prospectus
provides you with a general description of the securities we may offer. Each
time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. This prospectus
does not contain all of the information included in the registration statement.
For a more complete understanding of the of the offering of the securities, you
should refer to the registration statement, including its exhibits. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information under the heading "Available
Information."
You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus or incorporated by reference in this prospectus.
We are not making offers to sell the securities in any jurisdiction in which
such an offer or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.
The information in this prospectus is accurate as of the date on the front
cover. You should not assume that the information contained in this prospectus
is accurate as of any other date.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy the Registration Statement and
any other document we file at the SEC's Public Reference Section, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at the worldwide web site
(http://www.sec.gov) maintained by the SEC and at the SEC's Regional Offices
located at Seven World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Information regarding the operation of the Public Reference Section can be
obtained by calling 1-800-SEC-0330. Our Class B common stock, $0.01 par value
per share, and Class A common stock, $0.01 par value per share, are listed on
the New York Stock Exchange, the Chicago Stock Exchange and the Pacific
Exchange, where reports, proxy statements and other information concerning
Raytheon Company can also be inspected. The offices of the NYSE are located at
20 Broad Street, New York, New York 10005.
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The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. These incorporated documents contain important business
and financial information about us that is not included in or delivered with
this prospectus. The information incorporated by reference is considered to be
part of this prospectus, and later information filed with the SEC will update
and supersede this information.
We incorporate by reference into this prospectus:
. our Quarterly Reports on Form 10-Q for the fiscal quarters ended April 4,
1999 and July 4, 1999;
. our Annual Report on Form 10-K for the fiscal year ended December 31, 1998,
as amended by Form 10-K/A filed with the SEC on July 1, 1999;
. our registration statement on Form 8-A dated December 11, 1997 and Form 8A/A
dated December 17, 1997; and
. any future filings made by us with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until we sell all of the
securities.
We will provide without charge to each person, including any beneficial owner,
to whom a prospectus is delivered, on written or oral request of that person, a
copy of any or all of the documents we are incorporating by reference into this
prospectus, other than exhibits to those documents unless such exhibits are
specifically incorporated by reference into those documents. Such written
requests should be addressed to:
Secretary, Raytheon Company
141 Spring Street
Lexington, Massachusetts 02421
You may direct telephone requests to the Secretary of Raytheon Company at
(781) 862-6600.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information we are incorporating by reference into it
contain "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than statements
of historical facts included in this prospectus and the information incorporated
by reference into this prospectus that we expect or anticipate will or may occur
in the future, including, without limitation, statements included in this
prospectus under "Raytheon Company" and located elsewhere in this prospectus
regarding our financial position, business strategy and measures to implement
that strategy, including changes to operations, competitive strengths, goals,
expansion and growth of our business and operations, plans, references to future
success and other such matters are forward-looking statements. These statements
are based on assumptions and analyses made by us in light of our experience and
our perception of historical trends, current conditions and expected future
developments as well as other factors we believe are appropriate in the
circumstances. However, whether actual results and developments will conform
with our expectations and predictions is subject to a number of risks and
uncertainties, including without limitation the information discussed under the
caption "Risk Factors" in this prospectus as well as other factors which might
be described from time to time in our filings with the Securities and Exchange
Commission and additional factors which are beyond our control including the
preparedness of our critical suppliers to avoid Year 2000 related service and
delivery interruptions.
Consequently, all of the forward-looking statements we make in this prospectus
and the information we are incorporating by reference into this prospectus are
qualified by these cautionary statements, and there can be no assurance that the
actual results or developments anticipated by us will be realized or, even if
substantially realized,
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that they will have the expected consequences to or effects on us and our
subsidiaries or our businesses or operations. All subsequent forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by any of those factors described above and in the
documents containing such forward-looking statements. We do not assume any
obligation to release publicly any updates or revisions to any forward-looking
statement.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following table sets forth Raytheon Company's consolidated ratio of
earnings to combined fixed charges and preferred stock dividends for the end of
the six month periods ended June 28, 1998 and July 4, 1999 and for the end of
the fiscal years 1998, 1997, 1996, 1995 and 1994:
Fiscal Year Ended December 31,
- -----------------------------------------------------------------------------
1998 1997 1996 1995 1994
- -------------- -------------- ------------- -------------- --------------
2.7x 2.7x 4.6x 6.0x 12.0x
Six Months Ended
- ---------------------------------------
July 4, 1999 June 28, 1998
- ------------------ -----------------
3.1x 3.0x
For purposes of computing the ratio of earnings to combined fixed charges and
preferred stock dividends:
. earnings consist of net earnings, taxes on income and fixed charges, less
capitalized interest; and
. fixed charges consist of interest expense, amortization of debt discount
and issuance expense, the portion of rents representative of an interest
factor and capitalized interest.
The ratio of earnings to combined fixed charges has declined due to higher
interest expense resulting from increased borrowings to finance our merger with
the defense business of Hughes Electronics and our acquisition of the defense
assets of Texas Instruments Incorporated.
USE OF PROCEEDS
Unless the applicable prospectus supplement states otherwise, we will use the
net proceeds from the sale of the securities for working capital, capital
expenditures, acquisitions and other general corporate purposes. Until we use
the net proceeds in that manner, we may temporarily use them to make short-term
investments or reduce short-term borrowings.
DESCRIPTION OF OUR SECURITIES
We may offer under this prospectus one or more of the following categories of
our securities:
. unsecured senior debt securities
. unsecured subordinated debt securities
. warrants to purchase senior or subordinated debt securities
. shares of preferred stock, in one or more series
. warrants to purchase shares of preferred stock
. shares of Class B common stock
. warrants to purchase shares of Class B common stock
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The terms of any specific offering of our securities, including the terms of
any units of a combination of our securities, will be described in a prospectus
supplement relating to that offering.
DESCRIPTION OF OUR DEBT SECURITIES
This section describes the general terms and provisions of the debt securities
that we may offer. The applicable prospectus supplement will describe the
specific terms of the debt securities offered through that prospectus supplement
as well as any general terms described in this section that will not apply to
those debt securities.
Our unsecured senior debt securities will be issued under an indenture, dated
as of July 3, 1995, between Raytheon Company and The Bank of New York, as
trustee, or another indenture or indentures to be entered into by Raytheon
Company and that trustee or another trustee. The unsecured subordinated debt
securities will be issued under a second Indenture, dated as of July 3, 1995,
also between Raytheon Company and The Bank of New York, as trustee or another
indenture to be entered into by Raytheon Company and that trustee or another
trustee.
Copies of each of the July 3, 1995 indentures have been filed with the SEC as
exhibits to the registration statement of which this prospectus are a part, and
are incorporated by reference into this prospectus. If we elect to issue
securities under another indenture, we will file a copy of that indenture with
the SEC. You should refer to the applicable indenture for more specific
information. In addition, you should consult the applicable prospectus
supplement for particular terms of our debt securities.
Our existing indentures do not limit the amount of debt securities that we may
issue, and permit us to issue securities from time to time in one or more
series. The debt securities will be unsecured obligations of Raytheon Company.
Generally, we will pay the principal of, premium, if any, and interest on our
debt securities either at an office or agency that we maintain for that purpose
or, if we elect, we may pay interest by mailing a check to your address as it
appears on our register. We will issue our debt securities only in fully
registered form without coupons, generally in denominations of $1,000 or
integral multiples of $1,000. We will not apply a service charge for a transfer
or exchange of our debt securities, but we may require that you pay the amount
of any applicable tax or other governmental charge.
The applicable prospectus supplement will describe the following terms of any
series of debt securities that we may offer:
. the title of the debt securities;
. whether they are senior debt securities or subordinated debt securities;
. any limit on the aggregate principal amount of the debt securities offered
through that prospectus supplement;
. the identity of the person to whom we will pay interest if it is anybody
other than the noteholder;
. when the principal of the debt securities will mature;
. the interest rate, which may be fixed or variable, or its method of
calculation;
. when interest will be payable, as well as the record date for determining who
we will pay interest to;
. where the principal of, premium, if any, and interest on the debt securities
will be paid;
. any mandatory or optional sinking funds or similar arrangements;
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. when the debt securities may be redeemed if they are redeemable, as well as
the redemption prices, and a description of the terms of redemption;
. whether we have any obligation to redeem or repurchase the debt securities at
your option;
. the denominations of the debt securities, if other than $1,000 or an integral
multiple of $1,000;
. the amount that we will pay you if the maturity of the debt securities is
accelerated if other than their principal amount;
. the currency in which we will make payments to you and, if a foreign
currency, the manner of conversion from United States dollars;
. any index we may use to determine the amount of payment of principal of,
premium, if any, and interest on the debt securities;
. if the debt securities will be issued only in the form of a global note, the
name of the depositary or its nominee and the circumstances under which the
global note may be transferred or exchanged to someone other than the
depositary or its nominee;
. the applicability of the defeasance and covenant defeasance provisions in the
applicable indenture;
. whether the debt securities are convertible into any other securities and the
terms and conditions of convertibility;
. any additions or changes to events of default and, in the case of
subordinated debt securities, any additional events of default that would
result in acceleration of their maturity; and
. any other terms of the debt securities.
We may issue our debt securities at an original issue discount, bearing no
interest or bearing interest at a rate that, at the time of issuance, is below
market rate, to be sold at a substantial discount below their stated principal
amount. Generally speaking, if our debt securities are issued at an original
issue discount and there is an event of default or acceleration of their
maturity, holders will receive an amount less than their principal amount. Tax
and other special considerations applicable to original issue discount debt will
be described in the prospectus supplement in which we offer those debt
securities.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Generally, the payment of principal of, premium, if any, and interest on our
unsecured subordinated debt securities will be subordinated in right of payment
to the prior payment in full of our senior indebtedness. If we distribute our
assets to creditors upon liquidation, dissolution, reorganization, insolvency,
bankruptcy or under similar circumstances, holders of our senior debt will be
entitled to be paid in full before any payments will be made on our subordinated
debt securities. In addition, if the maturity of our subordinated debt
securities is accelerated, holders of our senior debt will be entitled to be
paid in full before any payments will be made on our subordinated debt
securities. Moreover, while there is an event of default with respect to our
senior debt that would permit our senior debt to be accelerated, and while we
are in default in our payment obligations to holders of senior debt, we cannot
make payments to our subordinated debt holders.
If we were to become insolvent, you may not be paid with respect to our
subordinated securities until our senior debt and third party creditors are paid
in full.
The indenture for our unsecured subordinated debt securities will not place
any limits on the amount of other indebtedness, including senior debt, that we
may issue.
The indenture for our unsecured subordinated debt securities defines "senior
indebtedness" to include the principal of, premium, if any, and interest on:
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(1) all of our indebtedness for money borrowed, other than our subordinated debt
securities, and any other indebtedness represented by a note, bond,
debenture or other similar evidence of indebtedness, including indebtedness
of others that we guarantee, in each case whether outstanding on the date of
execution of the subordinated securities indenture or thereafter created,
incurred or assumed; and
(2) any amendments, renewals, extensions, modifications and refundings of any
such indebtedness, unless in any case in the instrument creating or
evidencing any such indebtedness or pursuant to which it is outstanding it
is provided that such indebtedness is not superior in right of payment to
our subordinated debt securities.
In addition, for purposes of the definition of "senior indebtedness",
"indebtedness for money borrowed" includes:
(1) any obligation of, or any obligation guaranteed by, Raytheon Company for the
repayment of borrowed money, whether or not evidenced by bonds, debentures,
notes or other written instruments,
(2) any deferred payment obligation of, or any such obligation guaranteed by,
Raytheon Company for the payment of the purchase price of property or assets
evidenced by a note or similar instrument, and
(3) any obligation of, or any such obligation guaranteed by, Raytheon Company
for the payment of rent or other amounts under a lease of property or assets
if such obligation is required to be classified and accounted for as a
capitalized lease on our balance sheet under generally accepted accounting
principles.
EVENTS OF DEFAULT
Generally speaking, any of the following events will constitute an event of
default under the indentures:
. failure to pay interest on our debt securities for thirty days past the
applicable due date, even if we are prohibited from paying interest on our
debt securities because they are subordinated;
. failure to pay principal of, or premium, if any, on our debt securities when
due, even if we are prohibited from making such payments on our debt
securities because they are subordinated;
. failure to make any sinking fund payment when due, even if we are prohibited
from making such payments with respect to subordinated securities;
. failure to perform any other covenant or agreement in the applicable
indenture, other than a covenant included in the indenture solely for the
benefit of a different type of our debt securities, which continues for 60
days after written notice as provided in the indenture;
. bankruptcy, insolvency or reorganization; and
. any other event of default provided with respect to debt securities of that
series.
You will be notified of an event of default with respect to a series of our
debt securities by the trustee.
If there is an event of default with respect to a series of our senior debt
securities, which continues for the requisite amount of time, either the trustee
or holders of at least 25% of the aggregate principal amount of that series may
declare the principal amount of all of the senior debt securities of that series
to be due and payable immediately. If the securities were issued at an original
issue discount, less than the stated principal amount may become payable.
Payment of the principal of our subordinated debt securities may be
accelerated only in the case of our bankruptcy, insolvency or reorganization.
Neither you nor the trustee will be able to accelerate the payment of interest
or principal with respect to our subordinated debt securities for any other
reason.
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In some cases, after a declaration of acceleration has been made, but before a
judgment or decree has been obtained, holders of a majority in aggregate
principal amount of the series that is in default may rescind the acceleration.
The trustee will be required to act with a high standard of care. However,
the trustee will not be obligated to exercise any of its rights or powers under
the indentures at your request unless you provide the trustee reasonable
security or indemnity. Generally, but with exceptions, holders of a majority in
aggregate principal amount of any series of our outstanding debt securities will
have the right to choose the time, method and place of any proceeding for any
remedy available to the trustee or any exercise of power by the trustee with
respect to debt securities of that series.
You may institute a suit against us for enforcement of your rights to receive
payment of the principal of, premium, if any, on or interest on our debt
securities after the due dates. However, you will not be able to institute any
other proceedings under the applicable indenture, including for any remedy,
unless the following conditions are satisfied:
(1) You give the trustee written notice of a continuing event of default with
respect to a series of our debt securities that you hold;
(2) holders of at least 25% of the aggregate principal amount of that series
make a request, in writing, and offer reasonable indemnity, to the trustee
for the trustee to institute the requested proceeding;
(3) the trustee does not receive direction contrary to your request within 60
days following your written notice from holders of a majority in aggregate
principal amount of that series; and
(4) the trustee does not institute the proceeding you request within 60 days
following your written notice.
Every year we are required to deliver to the trustee a statement as to
performance of our obligations under the indentures and as to any defaults.
A default in the payment of any of our debt securities, where the aggregate
principal amount of that series of debt securities exceeds $50 million, or a
default with respect to our debt securities that causes them to be accelerated,
will give rise to a cross-default under our senior credit facilities. In some
circumstances, payment defaults on our debt securities may also give rise to
cross-defaults of our guarantees of the indebtedness of our subsidiaries.
DEFEASANCE AND COVENANT DEFEASANCE
Any series of our debt securities may be subject to the defeasance and
discharge provisions of the applicable indenture. If those provisions are
applicable, we may elect either:
. defeasance - which will permit us to defease and be discharged from, subject
to limitations, all of our obligations with respect to those debt
securities; or
. covenant defeasance - which will permit us to be released from our
obligations to comply with covenants relating to those debt securities as
described in the applicable prospectus supplement, which may include
obligations concerning subordination of our subordinated debt securities.
To invoke defeasance or covenant defeasance with respect to any series of our
debt securities, we must irrevocably deposit with the trustee, in trust, an
amount in funds or U.S. government obligations which, through the payment of
principal and interest in accordance with their terms, will provide money in an
amount sufficient to pay, when due, the principal of, premium, if any, on and
interest on those debt securities and any mandatory sinking fund or similar
payments on those debt securities.
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We cannot defease our obligations to register the transfer or exchange of our
debt securities, to replace our debt securities that have been stolen, lost or
mutilated, to maintain paying agencies, or to hold funds for payment in trust.
We may not defease our obligations if there is a continuing event of default on
securities issued under the applicable indenture, or if depositing amounts into
trust would cause the trustee to have conflicting interests with respect to
other of our securities. In addition, we would be required to deliver a legal
opinion to the trustee to the effect that you will not recognize additional
income, gain or loss for federal income tax purposes as a result of the
defeasance or covenant defeasance.
If we effect covenant defeasance with respect to any of our debt securities
and then those debt securities are declared due and payable because of an event
of default, other than an event of default relating to any covenant from which
we have been released through covenant defeasance, the amount of money or U.S.
government obligations on deposit with the trustee may not be sufficient to pay
all amounts due on the debt securities at the time of acceleration. However, we
would remain liable with respect to any shortfall.
MODIFICATION AND WAIVER
Modifications and amendments of our current indentures may be made only with
the consent of holders of at least a majority in aggregate principal amount of
all of our outstanding debt securities affected, voting as a single class.
Generally, the consent of all of the holders of our debt securities that are
affected is required for any of the following:
. to change the stated maturity of the principal, or any installment of
interest or premium, if any;
. to reduce the principal amount, the premium, if any, or the interest, or the
amount payable upon acceleration or maturity in the case of debt securities
issued at an original issue discount;
. to change the place of payment, or the currency in which payments are made;
. to impair your right to institute suit to enforce any payment at or following
stated maturity or following a redemption date;
. to modify the subordination provisions of our subordinated debt securities in
a manner adverse to holders; or
. to reduce the percentage of the principal amount of our outstanding debt
securities required for modification to or amendment of the either
indenture, or for waiver of our compliance with indenture provisions or
defaults.
Holders of a majority in aggregate principal amount of either our senior debt
securities or our subordinated debt securities may waive any past default under
the applicable indenture, except for a default in the payment of principal,
premium, if any, on, or interest on our debt securities and except for our
compliance with specified covenants.
COVENANTS
Our current indentures contain covenants regarding, among other things:
. a limitation on liens other than specified types of liens;
. a limitation on sale and leaseback transactions, unless the lien on any
property subject to the sale and leaseback transaction is permitted under the
indentures or the proceeds of the sale and leaseback transaction are used to
retire specified types of debt; and
. restrictions on our ability to engage in consolidations, mergers or transfers
of substantially all of our assets unless the surviving or acquiring
corporation assumes the outstanding debt of Raytheon Company issued under
such indentures.
You should be aware that we are not prohibited from engaging in highly leveraged
transactions, other than as may conflict with those covenants. Moreover, any
series of our debt securities may provide that these covenants may be removed
with respect to that series.
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CONSOLIDATION, MERGER AND SALE OF ASSETS
Our current indentures prohibit us from consolidating with or merging into
another business, or transferring or leasing substantially all of our assets,
unless the business is a domestic company and it expressly assumes our
obligations with respect to our debt securities by executing a supplemental
indenture.
CONVERSION OR EXCHANGE RIGHTS
If any series of debt securities are convertible or exchangeable, the
applicable prospectus supplement will specify:
. the type of securities into which it may be converted or exchanged;
. the conversion price or exchange ratio, or its method of calculation;
. whether conversion or exchange is mandatory or at your election; and
. how the conversion price or exchange ratio may be adjusted if our debt
securities are redeemed.
GLOBAL SECURITIES
Our debt securities may be issued in the form of one or more global securities
that will be deposited with a depositary or its nominee identified in the
applicable prospectus supplement. If so, each global security will be issued in
the denomination of the aggregate principal amount of securities that it
represents. Unless and until it is exchanged in whole or in part for debt
securities that are in definitive registered form, a global security may not be
transferred or exchanged except as a whole by the depositary to its nominee.
The applicable prospectus supplement will describe this concept more fully.
The specific material terms of the depositary arrangement with respect to any
portion of a series of our debt securities that will be represented by a global
security will be described in the applicable prospectus supplement. We
anticipate that the following provisions will apply to all depositary
arrangements.
Upon the issuance of any global security, and its deposit with or on behalf of
the depositary, the depositary will credit, on its book-entry registration and
transfer system, the principal amounts of our debt securities represented by the
global security to the accounts of participating institutions that have accounts
with the depositary or its nominee. The underwriters or agents engaging in the
distribution of our debt securities, or Raytheon Company if we are offering and
selling our debt securities directly, will designate the accounts to be
credited. Ownership of beneficial interests in a global security will be
limited to participating institutions or their clients. The depositary or its
nominee will keep records of the ownership and transfer of beneficial interests
in a global security by participating institutions. Participating institutions
will keep records of the ownership and transfer of beneficial interests by their
clients. The laws of some jurisdictions may require that purchasers of our
securities receive physical certificates, which may impair your ability to
transfer your beneficial interests in global securities.
While the depositary or its nominee is the registered owner of a global
security, the depositary or its nominee will be considered the sole owner of all
of our debt securities represented by the global security for all purposes under
the indentures. Generally, if you own beneficial interests in a global
security, you will not be entitled to have our debt securities registered in
your own name, and you will not be entitled to receive a certificate
representing your ownership. ACCORDINGLY, IF YOU OWN A BENEFICIAL INTEREST IN A
GLOBAL SECURITY, YOU MUST RELY ON THE DEPOSITARY AND, IF APPLICABLE, THE
PARTICIPATING INSTITUTION OF WHICH YOU ARE A CLIENT TO EXERCISE THE RIGHTS OF A
HOLDER UNDER THE APPLICABLE INDENTURE.
The depositary may grant proxies and otherwise authorize participating
institutions to take any action that a holder is entitled to take under the
indentures. We understand that, according to existing industry practices, if we
request any action of holders, or any owner of a beneficial interest in a global
security wishes to give any notice or take any action, the depositary would
authorize the participating institutions to give the notice or take the action,
and the participating institutions would in turn authorize their clients to give
the notice or take the action.
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Generally, we will make payments on our debt securities represented by a
global security directly to the depositary. It is our understanding that the
depositary will then credit the accounts of participating institutions, which
will then distribute funds to their clients. We also expect that payments by
participating institutions to their clients will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of clients registered in "street names," and will be the
responsibility of the participating institutions. Neither we nor the trustee,
nor our respective agents, will have any responsibility, or bear any liability,
for any aspects of the records relating to or payments made on account of
beneficial interests in a global security, or for maintaining, supervising or
reviewing records relating to beneficial interests.
Generally, a global security may be exchanged for certificated debt securities
only in the following instances:
(1) the depositary notifies us that it is unwilling or unable to continue as
depositary, or it ceases to be a registered clearing agency, if required to
be registered by law, and a successor is not appointed within 90 days;
(2) we determine in our sole discretion that we will permit global securities to
be exchanged for certificated debt securities; or
(3) there is a continuing event of default under the indenture governing the
debt securities held in global form.
The following is based on information furnished to us:
Unless otherwise specified in the applicable prospectus supplement, the
Depositary Trust Company will act as depositary for securities issued in the
form of global securities. Global securities will be issued only as fully-
registered securities registered in the name of Cede & Co., which is DTC's
nominee. One or more fully-registered global securities will be issued for these
securities representing in the aggregate the total number of these securities,
and will be deposited with or on behalf of DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants deposit with it. DTC
also facilitates the settlement among its participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other organizations. DTC is owned by a number of its
direct participants and by the New York Stock Exchange, the American Stock
Exchange and the National Association of Securities Dealers. Access to the DTC
system is also available to others, known as indirect participants, such as
securities brokers and dealers, banks and trust companies that clear through or
maintain custodial relationships with direct participants, either directly or
indirectly. The rules applicable to DTC and its participants are on file with
the Securities and Exchange Commission.
Purchases of securities within the DTC system must be made by or through
direct participants, which will receive a credit for the securities on DTC's
records. The ownership interest of each actual purchaser of each security,
commonly referred to as the beneficial owner, is in turn to be recorded on the
direct and indirect participants' records. Beneficial owners will not receive
written confirmation from DTC of their purchases, but beneficial owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the direct or indirect
participants through which the beneficial owners purchased securities. Transfers
of ownership interests in securities issued in the form of global securities are
accomplished by entries made on the books of participants acting on behalf of
beneficial owners. Beneficial owners will not receive certificates representing
their ownership interests in these securities, except if use of the book-entry
system for such securities is discontinued.
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DTC has no knowledge of the actual beneficial owners of the securities issued
in the form of global securities. DTC's records reflect only the identity of the
direct participants to whose accounts such securities are credited, which may or
may not be the beneficial owners. The participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct participants,
by direct participants to indirect participants, and by direct participants and
indirect participants to beneficial owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
Any redemption notices need to be sent to DTC. If less than all of the
securities of a series or class are being redeemed, DTC's practice is to
determine by lot the amount to be redeemed from each participant.
Although voting with respect to securities issued in the form of global
securities is limited to the holders of record, when a vote is required, neither
DTC nor Cede & Co. will itself consent or vote with respect to such securities.
Under its usual procedures, DTC would mail an omnibus proxy to the issuer of the
securities as soon as possible after the record date. The omnibus proxy assigns
Cede & Co.'s consenting or voting rights to those direct participants to whose
accounts such securities are credited on the record date, identified in a
listing attached to the omnibus proxy.
Payments in respect of securities issued in the form of global securities will
be made by the issuer of such securities to DTC. DTC's practice is to credit
direct participants' accounts on the relevant payment date in accordance with
their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payments on such payment date. Payments by
participants to beneficial owners will be governed by standing instructions and
customary practices and will be the responsibility of such participant and not
of DTC or Raytheon Company, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payments to DTC are the responsibility of
the issuer of the applicable securities, disbursement of such payments to direct
participants is the responsibility of DTC, and disbursements of such payments to
the beneficial owners is the responsibility of direct and indirect participants.
DTC may discontinue providing its services as depositary with respect to any
securities at any time by giving reasonable notice to the issuer of such
securities. If a successor depositary is not obtained, individual security
certificates representing such securities are required to be printed and
delivered. We, at our option, may decide to discontinue use of the system of
book-entry transfers through DTC or a successor depositary.
The information in this section concerning DTC and DTC's book-entry system has
been obtained from sources that we believe to be accurate, but we assume no
responsibility for its accuracy. We have no responsibility for the performance
by DTC or its participants of their obligations as described in this prospectus
or under the rules and procedures governing their operations.
OUR DEBT TRUSTEE
The current trustee for our debt securities is The Bank of New York, which
performs services for us in the ordinary course of business. We may engage
additional or substitute trustees with respect to particular series of our debt
securities.
DESCRIPTION OF OUR PREFERRED STOCK
This section describes the general terms and provisions of our preferred
stock. The applicable prospectus supplement will describe the specific terms of
the shares of preferred stock offered through that prospectus supplement as well
as any general terms described in this section that will not apply to those
shares of preferred stock. We will file a copy of the certificate of
designation that contains the terms of each new series of preferred stock with
the SEC each time we issue a new series of preferred stock, and these
certificates of designation will be
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incorporated by reference into the registration statement of which this
prospectus is a part. Each certificate of designation will establish the number
of shares included in a designated series, and fix the designation, powers,
privileges, preferences and rights of the shares of each series as well as any
applicable qualifications, limitations or restrictions. YOU SHOULD REFER TO THE
APPLICABLE CERTIFICATE OF DESIGNATION AS WELL AS OUR RESTATED CERTIFICATE OF
INCORPORATION BEFORE DECIDING TO BUY SHARES OF OUR PREFERRED STOCK AS DESCRIBED
IN THE APPLICABLE PROSPECTUS SUPPLEMENT.
Our authorized capital stock consists of 1,650,000,000 shares of stock,
including:
. 1,450,000,000 shares of common stock, $0.01 par value per share, comprised
of:
. 450,000,000 shares of Class A common stock, and
. 1,000,000,000 shares of Class B common stock.
. 200,000,000 shares of preferred stock, $0.01 par value per share, including:
. 4,000,000 shares of Series A Junior Participating preferred stock,
$0.01 par value per share.
Our Board has been authorized, subject to limitations provided in our charter,
to provide for the issuance of shares of our preferred stock in multiple series.
No shares of our preferred stock are currently outstanding.
With respect to each series of our preferred stock, our Board of Directors has
the authority to fix the following terms:
. the designation of the series;
. the number of shares within the series;
. whether dividends are cumulative and, if cumulative, the dates from which
dividends are cumulative;
. the rate of any dividends, any conditions upon which dividends are payable,
and the dates of payment of dividends;
. whether the shares are redeemable, the redemption price and the terms of
redemption;
. the amount payable to you for each share you own if Raytheon Company is
dissolved or liquidated;
. whether the shares are convertible or exchangeable, the price or rate of
exchange, and the applicable terms and conditions;
. any restrictions on issuance of shares in the same series or any other
series; and
. your voting rights for the shares you own.
You will have no preemptive rights with respect to your shares. In addition,
your rights with respect to your shares of preferred stock will be subordinate
to the rights of our general creditors. If we receive the appropriate payment,
shares of our preferred stock that we issue will be fully paid and
nonassessable.
We currently plan to retain State Street Bank and Trust Company of Boston,
Massachusetts as the registrar and transfer agent of any series of our preferred
stock.
HUGHES SEPARATION AGREEMENT
On December 17, 1997, Raytheon Company acquired, through a merger, Hughes
Electronics Corporation, which it now conducts through Raytheon Systems Company.
As part of the merger, we agreed under the Hughes Spin-Off Separation Agreement
not to take specified actions until December 18, 1999 unless General Motors
Corporation determines in good faith that such actions would not jeopardize the
tax-free status of the spin-off of Hughes Electronics Corporation and its merger
with Raytheon Company. These actions generally include:
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. entering into or permitting to occur, including through the redemption of our
stockholder rights plan, a transaction in which a person or related persons
acquire either (1) 15% of the value of the outstanding capital stock of
Raytheon Company, or (2) all or a substantial portion of the assets of
Raytheon Company in exchange for stock of such person or persons that is
received by Raytheon Company stockholders; and
. the issuance of any shares of a class or series of our capital stock eligible
to vote generally in the election of our directors, or options or warrants to
acquire such stock, other than Class B common stock.
A copy of the Hughes Spin-Off Separation Agreement has been filed with the SEC
as an exhibit to the registration statement of which this prospectus is a part.
DESCRIPTION OF OUR CLASS B COMMON STOCK
We are authorized to issue up to 1,450,000,000 shares of common stock,
consisting of 450,000,000 shares of our Class A common stock, $0.01 par value
per share, and 1,000,000,000 shares of our Class B common stock, $0.01 par value
per share.
This section describes the general terms of our Class B common stock. FOR
MORE DETAILED INFORMATION, YOU SHOULD REFER TO OUR RESTATED CERTIFICATE OF
INCORPORATION AND OUR AMENDED AND RESTATED BY-LAWS, COPIES OF WHICH HAVE BEEN
FILED WITH THE SEC. These documents are also incorporated by reference into
this prospectus.
In addition, we entered into an agreement with General Motors Corporation that
limits our ability to take actions that affect our common stock. Please refer
the description of the Hughes Spin-Off Separation Agreement in the section of
this prospectus captioned "Description of Our Preferred Stock".
Generally, holders of our Class A common stock and Class B common stock are
entitled to one vote per share and the approval of corporate actions requires
the approval of both classes, voting separately, as well as approval of the
holders of any series of our preferred stock that may be entitled to vote for
the action. The election or removal of our directors is subject to separate
rules.
For the election or removal of our directors, our common stockholders vote as
a single class, and are entitled to vote as follows:
CLASS B: Holders of our Class B common stock will be entitled to one vote per
share, and the voting power of the entire class will be equal to 19.9%
of the total voting power of all classes of our common stock.
CLASS A: Holders of our Class A common stock will be entitled to the number of
votes per share as will cause the Class A common stock to have 80.1%
of the total voting power of all classes of our common stock.
Our common stock will be the only type of our capital stock entitled to vote
in the election and removal of directors and other matters presented to our
stockholders from time to time, unless we issue voting preferred stock or our
charter or the law require otherwise.
Our common stockholders will be entitled to receive dividends and
distributions declared by our Board of Directors, to the extent permitted by
outstanding shares of preferred stock and by our charter. If a dividend is
declared, it will be distributed pro rata to our Class A and Class B
stockholders, unless it is a dividend in kind. We are permitted to distribute
Class A common stock to Class A stockholders and Class B common stock to Class B
stockholders but only if the ratio of shares outstanding of the two classes
remains unchanged. In addition, in the case of any stock split, subdivision,
combination or reclassification of either class, the other class will be
adjusted accordingly so that the ratio of shares outstanding of the two classes
remains unchanged.
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If Raytheon Company is liquidated or dissolved, our common stockholders will
be entitled to receive our assets and funds available for distribution to common
stockholders in proportion to the number of shares of either class they hold.
Our common stockholders may not receive any assets or funds until our creditors
have been paid in full and the preferential or participating rights of our
preferred stockholders have been satisfied. If we participate in a corporate
merger, consolidation, purchase or acquisition of property or stock, or other
reorganization, any payments or shares of stock allocated to our common
stockholders will be distributed pro rata to holders of our Class A and Class B
common stock on a per share basis. If we redeem, repurchase or otherwise
acquire for payment any shares of our common stock, we will treat each share of
Class A common stock and Class B common stock identically.
You will not have any preemptive, subscription or conversion rights with
respect to shares of our common stock that you own. We may issue additional
shares of our common stock, if authorized by our Board of Directors, without
your approval - unless required by a stock exchange on which our securities are
traded. If we receive the appropriate payment, shares of our common stock that
we issue will be fully paid and nonassessable.
Other than as described above, the rights of our Class A common stockholders
and Class B common stockholders are the same, and we will not discriminate with
respect to one class over the other.
PROVISIONS OF OUR RESTATED CERTIFICATE OF INCORPORATION AND AMENDED AND RESTATED
BY-LAWS
Advance Notice of Nominations. Our by-laws contain provisions requiring that
you deliver advance notice of any business that you intend to raise at an annual
meeting of stockholders, and providing for procedures to be followed if you wish
to nominate a person to be elected as a director. To be timely, you must give
written notice to our Secretary within the thirty day period beginning on the
120th day prior to the first anniversary of the preceding year's annual meeting.
If the date of the next annual meeting is more than 30 days before, or more than
60 days after, the first anniversary of the preceding year's annual meeting, you
must deliver notice to our Secretary within the period beginning on the 120th
day prior to the meeting and ending thirty days later, or, if later, the 10th
day after our public announcement of the meeting date. In addition, if we plan
to increase the size of our Board of Directors, and we do not announce all of
the nominees for election or the fact that the size of our Board will be
increased at least 100 days before the first anniversary of the preceding year's
annual meeting, you will have ten days following the date of our public
announcement to give notice of your nomination to our Secretary.
The notice must provide information about you and the business to be brought
before the meeting. You should review our by-laws for more information. For
our 2000 annual stockholders meeting, the first anniversary of the previous
year's meeting will be April 28, 2000.
Classification of Directors. Our charter provides that, except as required by
any series of preferred stock or specific provisions of the charter, the number
of our directors, which must be at least equal to three, may be fixed from time
to time by a resolution adopted by a majority of our Board. Our Board is
classified into three classes, as nearly equal in size as possible. Each class
holds office until the third succeeding anniversary of the annual stockholders'
meeting electing that class, except that the terms of the initial three classes
were set to expire in 1998, 1999 and 2000, respectively. A director may be
removed only for cause by the vote of our common stockholders, voting together
as a single class in accordance with their respective percentages of total
voting power, and subject to the rights of any series of preferred stock
outstanding.
No Action by Written Consent; Special Meeting. Our charter provides that
stockholders may not act by written consent in lieu of a special meeting.
Special meetings of the stockholders may only be called by our Chairman of the
Board or by our Board of Directors pursuant to a resolution that indicates the
purpose of the meeting, which is approved by a majority of our directors,
assuming, for this purpose, that there were no vacancies. No business other
than that stated in the notice may be transacted at any special meeting of
stockholders.
According to our by-laws, if we call a special meeting to elect directors to
the Board of Directors, you may nominate individuals for election if you deliver
notice to our Secretary during the period beginning on the 120th day before the
special meeting and ending thirty days later, or, if later, the 10th day after
our public announcement of the meeting.
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Limitation on Directors' Liability. Our charter provides, as authorized by
law, that our directors will not be personally liable to Raytheon Company or our
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent limited by the Delaware General Corporate Law. The effect
of this charter provision may be to reduce the likelihood of derivative
litigation against directors for breach of their duty of care, even though the
action, if successful, might otherwise have benefited Raytheon Company and our
stockholders.
STOCKHOLDER RIGHTS PLAN
When Raytheon Company merged with Hughes Electronics Corporation in 1997, the
Board of Directors adopted a stockholder rights plan. Each share of Class B
common stock issued hereunder will be issued together with one right under the
stockholder rights plan. You should refer to the Rights Agreement, dated as of
December 15, 1997, by and between Raytheon and State Street Bank and Trust
Company, as rights agent, for a more detailed description of the stockholder
rights plan. A copy of the Rights Agreement is filed as an exhibit to the
registration statement of which this prospectus is a part.
The rights trade automatically with shares of our common stock and become
exercisable only under circumstances described below. The rights are designed
to protect our interests and the interests of our stockholders against coercive
takeover tactics. The purpose of the rights is to encourage potential acquirers
to negotiate with our Board of Directors before attempting a takeover and to
provide the Board of Directors with leverage in negotiating the terms of any
proposed takeover on behalf of all stockholders. The rights may have anti-
takeover effects. Subject to the terms of the Hughes Spin-Off Separation
Agreement, the rights should not, however, interfere with any merger or other
business combination that the Board of Directors approves.
The rights do not become exercisable until triggering events occur. They
expire on December 15, 2007, but we may extend this date or redeem the rights
earlier. Before a right is exercised, the right does not confer any right to
vote or receive dividends. Before a triggering event occurs, each right will
entitle you to purchase from us one one-hundredth of a share of our Series A
Junior Participating preferred stock for $250, subject to adjustment. The
rights are triggered by either of the following occurrences:
. 10 days after the public announcement that an individual or group - the
"acquirer"- has acquired 15% or more of our Class A common stock, Class B
common stock, or the total voting power in the election of our directors;
or
. 10 business days, or later if the Board of Directors elects, after the
commencement or announcement by an individual or group - the "acquirer"- of
an intention to make a tender offer or exchange offer that would result in
the acquisition of 15% or more of our Class A common stock, Class B common
stock, or the total voting power in the election of our directors.
If the rights are triggered, each holder of a right other than the acquirer,
whose rights will automatically become void, will thereafter have the right to
purchase shares of Class B common stock at a 50% discount to market price. If
Raytheon Company is thereafter acquired in a merger or other business
combination, or 50% or more of our assets or earning power are sold, each holder
of a right will have the right to purchase shares of common stock of the
acquiring company at a 50% discount to market price. However the Board of
Directors will have the option, before the acquirer obtains 50% or more of our
outstanding shares of common stock, to exchange rights of holders, other than
the acquirer, for shares of our Series A Junior Participating preferred stock,
at a rate of 100 rights per share, subject to adjustment.
Subject to the terms of the Hughes Spin-Off Separation Agreement, we may
redeem the rights at any time before they are triggered at a price of $0.01 per
right. Our Board of Directors may also designate the effective time of the
redemption as well as the applicable conditions. If we redeem your rights, you
will be entitled to receive $0.01 for each right you hold, but you will not have
any further entitlements with respect to these rights.
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SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
Section 203 of the Delaware General Corporation Law prohibits a defined set of
transactions between a Delaware corporation, such as Raytheon Company, and an
"interested stockholder." An interested stockholder is defined as a person who,
together with any affiliates or associates of such person, beneficially owns,
directly or indirectly, 15% or more of the outstanding voting shares of a
Delaware corporation. This provision may prohibit business combinations between
an interested stockholder and a corporation for a period of three years after
the date the interested stockholder becomes an interested stockholder. The term
"business combination" is broadly defined to include mergers, consolidations,
sales or other dispositions of assets having a total value in excess of 10% of
the consolidated assets of the corporation, and some other transactions that
would increase the interested stockholder's proportionate share ownership in the
corporation.
This prohibition is effective unless:
. The business combination is approved by the corporation's board of
directors prior to the time the interested stockholder becomes an
interested stockholder;
. The interested stockholder acquired at least 85% of the voting stock of
the corporation, other than stock held by directors who are also officers
or by qualified employee stock plans, in the transaction in which it
becomes an interested stockholder; or
. The business combination is approved by a majority of the board of
directors and by the affirmative vote of 66 2/3% of the outstanding
voting stock that is not owned by the interested stockholder.
In general, the prohibitions do not apply to business combinations with
persons who were stockholders prior to the corporation becoming subject to
Section 203.
STOCK EXCHANGE LISTING
Both our Class A common stock and Class B common stock are listed on the New
York Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange. The
trading symbols for our Class A common stock and Class B common stock on these
exchanges are "RTNa" and "RTNb", respectively.
TRANSFER AGENT
State Street Bank and Trust Company is the Transfer Agent for our common stock
and the Rights Agent for the rights.
DESCRIPTION OF OUR SECURITIES WARRANTS
This section describes the general terms and provisions of our securities
warrants. The applicable prospectus supplement will describe the specific terms
of the securities warrants offered through that prospectus supplement as well as
any general terms described in this section that will not apply to those
securities warrants.
We may issue securities warrants for the purchase of our debt securities,
preferred stock, or Class B common stock. We may issue warrants independently
or together with other securities, and they may be attached to or separate from
the other securities. Each series of securities warrants will be issued under a
separate warrant agreement that we will enter into with State Street Bank and
Trust Company, or another bank or trust company, as warrant agent, as detailed
in the applicable prospectus supplement. The warrant agent will act solely as
an agent of Raytheon Company in connection with the securities warrants and will
not assume any obligation, or agency or trust relationship, with you. The forms
of securities warrant agreements, including the forms of warrant certificates,
are filed as exhibits to the registration statement of which this prospectus is
a part. You should refer to the provisions of the securities warrant agreements
for more specific information.
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The prospectus supplement relating to a particular issue of securities
warrants will describe the terms of those securities warrants, including, where
applicable:
. the exercise price for our debt securities, the amount of debt securities you
will receive upon exercise, and a description of that series of debt
securities;
. the exercise price for shares of our preferred stock, the number of shares of
preferred stock you will receive upon exercise, and a description of that
series of our preferred stock;
. the exercise price for shares of our Class B common stock and the number of
shares of Class B common stock you will receive upon exercise;
. the expiration date;
. U.S. federal income tax consequences; and
. any other terms of the securities warrants.
After your warrants expire they will become void. The prospectus supplement
will describe how you may exercise your securities warrants. You must exercise
warrants for our preferred stock or Class B common stock through payment in U.S.
dollars. All securities warrants will be issued in registered form. The
prospectus supplement may provide for the adjustment of the exercise price of
the securities warrants.
Until you exercise your warrants to purchase our debt securities, preferred
stock, or Class B common stock, you will not have any rights as a holder of our
debt securities, preferred stock, or Class B common stock by virtue of your
ownership of warrants.
PLAN OF DISTRIBUTION
We may sell our securities domestically or abroad, through underwriters,
dealers or agents, or directly, or through any combination of those methods.
The applicable prospectus supplement will describe the terms of the offering
that it applies to, including the names of any underwriters, dealers or agents,
the purchase price for our securities, and the proceeds we expect to receive.
It will also include any delayed delivery arrangements, any underwriting
discounts and other items constituting underwriters' compensation, the initial
public offering price, any discounts or concessions allowed or re-allowed or
paid to dealers, and a list of any securities exchanges on which the securities
offered may be listed.
If we use underwriters in any sale, our securities will be purchased by the
underwriters or dealers for their own account and may be resold from time to
time in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. Our
securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. The underwriters with respect to a particular
underwritten offering will be named in the applicable prospectus supplement
relating to that offering. If an underwriting syndicate is used, the managing
underwriter or underwriters will be disclosed on the cover of the applicable
prospectus supplement. Generally, the obligations of the underwriters or agents
to purchase the securities that we offer will be subject to conditions
precedent, and the underwriters will have to purchase all of the offered
securities if any are purchased. The initial public offering price and any
discounts or concessions allowed or re-allowed or paid to dealers may be changed
from time to time.
If we use dealers to sell our securities, we will sell our securities to the
dealers as principals. The dealers may then resell our securities to the public
at varying prices that they determine at the time of resale. We will disclose
the names of the dealers and the terms of the transaction in the applicable
prospectus supplement.
We may sell the securities through agents that we designate from time to time
at fixed prices that may be changed, or at varying prices determined at the time
of sale. We will name any agent involved in the offer or sale of
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our securities and specify any commissions that we will pay them. Unless
otherwise specified in the applicable prospectus supplement, any agent will be
acting on a best efforts basis for the period of its appointment.
Underwriters or agents may be paid by us or by purchasers of our securities
for whom they act as agents in the form of discounts, concessions or
commissions. Underwriters, agents and dealers participating in the distribution
of our securities may all be deemed to be underwriters, and any discounts or
commissions that they receive, as well as profit they receive on the resale of
our securities, may be deemed to be underwriting discounts or commissions under
the Securities Act of 1933.
A prospectus supplement may indicate that we will authorize agents,
underwriters or dealers to solicit from specified types of institutions offers
to purchase our securities at the public offering price set forth in the
prospectus supplement pursuant to delayed delivery contracts permitting payment
and delivery on a specified future date. The prospectus supplement will
describe conditions of any delayed delivery contracts, as well as the commission
we will pay for solicitation of these contracts.
Some or all of the securities that we offer though this prospectus may be new
issues of securities with no established trading market. Any underwriters to
whom we sell our securities for public offering and sale may make a market in
those securities, but they will not be obligated to and they may discontinue any
market making at any time without notice. Accordingly, we cannot assure you of
the liquidity of, or continued trading markets for, any securities that we
offer.
In order to facilitate the offering of our securities, any underwriters or
agents involved in the offering may engage in transactions that stabilize,
maintain or otherwise affect the price of our securities, or other securities
that affect payments on our securities. Specifically, the underwriters or
agents may overallot in connection with the offering, creating a short position
for their own account. In addition, to cover overallotments or to stabilize the
price of our securities, or other securities that affect payments on our
securities, the underwriters or agents may bid for and purchase the securities
in the open market. In any offering of our securities through a syndicate of
underwriters, the underwriting syndicate may reclaim selling concessions allowed
to an underwriter or dealer for distributing our securities if the syndicate
repurchases previously distributed securities in transactions to cover syndicate
short positions, in stabilizing transactions or otherwise. Any of these
activities may stabilize or maintain the market price of our securities above
independent market levels. The underwriters or agents are not required to
engage in these activities, and may end any of these activities at any time.
Agents, dealers and underwriters may be entitled to be indemnified by us
against specified civil liabilities, including liabilities under the Securities
Act of 1933, or to contribution with respect to payments that they may be
required to make.
Any underwriters, dealers or agents that we use, as well as their affiliates,
may be customers of Raytheon Company, or may engage in transactions with us or
perform services for us in the ordinary course of business.
LEGAL MATTERS
Thomas D. Hyde, Esq., the Senior Vice President, General Counsel and Secretary
of Raytheon Company will pass upon the validity of our securities. As of the
date of this prospectus, Thomas D. Hyde, Esq. holds 14,714 shares of Class B
Common Stock and options to acquire an additional 205,018 shares of Class B
Common Stock.
EXPERTS
Our consolidated balance sheets as of December 31, 1998 and 1997 and the
related statements of income, stockholders' equity and cash flows for each of
the three years in the period ended December 31, 1998 and the related financial
statement schedule, incorporated by reference in the registration statement of
which this prospectus is a part, have been incorporated into such registration
statement in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
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================================================================================
No dealer, salesperson or other person is authorized to provide any information
or to represent anything not contained in this prospectus. You must not rely on
any unauthorized information or representations. This prospectus is an offer
to sell only the securities offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
------------------------------
================================================================================
================================================================================
$3,000,000,000
RAYTHEON
COMPANY
DEBT SECURITIES
PREFERRED STOCK
CLASS B COMMON STOCK
WARRANTS
-----------------------------
Prospectus
-----------------------------
__________, 1999
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:
<TABLE>
<S> <C>
S.E.C. Registration Fee $ 834,000
Legal Fees and Expenses $ 100,000
Accounting Fees and Expenses $ 0,000
Trustee's Fees and Expenses $ 20,000
Rating Agency Fees $ 160,000
Blue Sky Fees and Expenses $ 2,000
Printing and Engraving Fees $ 90,000
Miscellaneous $ 14,000
----------
$1,250,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware General Corporation Law
Under Section 145 of the Delaware General Corporation Law (the "DGCL"),
Raytheon Company is empowered to indemnify its directors and officers in the
circumstances therein provided. Certain portions of Section 145 are summarized
below:
Section 145(a) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in the
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had not reasonable cause to believe such person's conduct was
unlawful.
Section 145(b) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a present or
former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
II-1
<PAGE>
Section 145(a) and (b), or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
Section 145(d) of the DGCL provides that any indemnification under Section
145(a) and (b) (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the present or former director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Section 145(a) and (b). Such determination shall be made, with respect
to a person who is a director of officer at the time of such determination, (1)
by a majority vote of the directors who were not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.
Section 145(e) of the DGCL provides that expenses (including attorneys' fees)
incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
Section 145. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the corporation deems appropriate.
Section 145(f) of the DGCL provides that the indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.
Section 145(g) of the DGCL provides that a corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability under Section 145.
Restated Certificate of Incorporation
The Restated Certificate of Incorporation of Raytheon Company provides that no
director of Raytheon Company shall be personally liable to Raytheon Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption or limitation is prohibited under
the DGCL as it currently exists or as it may be amended in the future.
The Restated Certificate of Incorporation also provides that Raytheon
Company shall indemnify each person who was or is made a party or is threatened
to be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person is or was a director or officer of Raytheon Company or is or was
serving at the request of Raytheon Company as a director or officer of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans (whether the basis of
such action, suit or proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving as a director or
officer), to the fullest extent authorized by the DGCL as it currently exists or
as it may be amended in the future, against all expense, liability and loss
(including attorneys' fees, judgments, fines, payments in settlement and excise
taxes or penalties arising under the Employee Retirement Income Security Act of
1974, as in effect from time to time) reasonably incurred or suffered by such
person. Such indemnification shall continue as to a person who ceases to be a
director or officer of Raytheon Company and shall inure to the benefit of such
person's heirs, executors and administrators. Raytheon Company shall not be
required to indemnify a person in connection with such action, suit or
proceeding initiated by such person if it was not authorized by the Board of
Directors except under limited circumstances.
II-2
<PAGE>
The Restated Certificate of Incorporation also provides that Raytheon
Company shall pay the expenses of directors and officers incurred in defending
any such action, suit or proceeding in advance of its final disposition;
provided, however, that, if and to the extent that the DGCL requires, the
payment of expenses incurred by a director or officer in advance of the final
disposition of any action, suit or proceeding shall be made only upon receipt of
an undertaking by the director or officer to repay all amounts advanced if it
should be ultimately determined that the director or officer is not entitled to
be indemnified under the Restated Certificate of Incorporation or otherwise. If
a claim for indemnification or advancement of expenses by an officer or director
under the Restated Certificate of Incorporation is not paid in full within 30
calendar days after a written claim therefor has been received by Raytheon
Company, the claimant may file suit to recover the unpaid amount of such claim
and, if successful in whole or in part, shall be entitled also to be paid the
expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any action, suit or proceeding in advance of its final disposition
where the required undertaking, if any is required, has been tendered to
Raytheon Company) that the claimant has not met the standard of conduct which
makes it permissible under the DGCL for the Company to indemnify the claimant
for the amount claimed. Raytheon Company shall have the burden of providing
such defense. Neither the failure of Raytheon Company to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in circumstances because the claimant has met the
applicable standard of conduct set forth in the DGCL, nor an actual
determination by Raytheon Company that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct. The right to
indemnification and the payment of expenses conferred on any person by the
Restated Certificate of Incorporation shall not be exclusive of any other rights
which such person may have or hereafter acquire under any statute, provision of
the Restated Certificate of Incorporation or the Amended and Restated By-Laws of
Raytheon Company, agreement, vote of stockholders or disinterested directors or
otherwise.
Any repeal or modification of the provisions of the Restated Certificate of
Incorporation described herein by the stockholders of Raytheon Company will not
adversely affect any limitation on the personal liability of directors for, or
any rights of directors in respect of, any cause of action, suit or claim
accruing or arising prior to the repeal or modification.
The Restated Certificate of Incorporation also provides that Raytheon
Company may maintain insurance to protect itself and any director, officer,
employee or agent of Raytheon Company or another corporation, partnership, joint
venture, trust or other enterprise against any such expense, liability or loss,
whether or not Raytheon Company would have the power to indemnify such person
against such expense, liability or loss under DGCL.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
*2.1 Agreement and Plan of Merger dated as of January 16, 1997 by and between Raytheon Company and HE
Holdings, Inc., filed as an exhibit to Raytheon Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 17, 1997, is hereby incorporated by reference.
*2.2 Hughes Spin-Off Separation Agreement dated as of December 17, 1997 by and between HE Holdings, Inc. and
General Motors Corporation filed as an exhibit to Raytheon Company's Registration Statement on Form
S-3, File No. 333-44321, is hereby incorporated by reference.
*4.1 Raytheon Company Restated Certificate of Incorporation, restated as of February 11, 1998 filed as an
exhibit to Raytheon Company's Annual Report on Form 10-K for the year ended December 31, 1997, is
hereby incorporated by reference.
*4.2 Raytheon Company Amended and Restated By-Laws, as amended through January 28, 1998 filed as an exhibit
to Raytheon Company's Annual Report on Form 10-K for the year ended December 31, 1997, is hereby
incorporated by reference.
*4.3 Indenture relating to Senior Debt Securities dated as of July 3, 1995 between Raytheon Company and The
Bank of New York, as Trustee, filed as an exhibit to Raytheon Company's Registration Statement on Form
S-3, File No. 33-59241, is hereby incorporated by reference.
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <S>
*4.4 Indenture relating to Subordinated Debt Securities dated as of July 3, 1995 between Raytheon Company
and The Bank of New York, as Trustee, filed as an exhibit to Raytheon Company's Registration Statement
on Form S-3, File No. 33-59241, is hereby incorporated by reference.
*4.5 Form of Senior Debt Securities (See Exhibit 4.3).
*4.6 Form of Subordinated Debt Securities (See Exhibit 4.4).
*4.7 Rights Agreement dated as of December 15, 1997 between Raytheon Company and State Street Bank and Trust
Company, as Rights Agent, filed as an exhibit to Raytheon Company's Registration Statement on Form 8-A,
File No. 1-13699, is hereby incorporated by reference.
5.1 Opinion of Thomas D. Hyde, Esq., Senior Vice President, General Counsel and Secretary of Raytheon
Company.
12.1 Statement regarding Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends.
23.1 Consent of Thomas D. Hyde, Esq. (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
***24 Powers of Attorney (included in signature pages)
**25 Form T-1 Statement of Eligibility of the Senior Debt Trustee and the Subordinated Debt Trustee
</TABLE>
- --------------------------
* Incorporated herein by reference.
** To be filed either by amendment or as an exhibit to a report filed under
the Securities Exchange Act of 1934, as amended, and incorporated herein
by reference.
*** Previously filed.
ITEM 17. UNDERTAKINGS.
(A) The undersigned registrant 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 of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
II-4
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(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.
(B) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement) shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(C) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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, the registrant 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-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Raytheon Company
has caused this Pre-Effective Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
Town of Lexington, Commonwealth of Massachusetts, on the 30th day of September,
1999.
RAYTHEON COMPANY
By: /s/ Thomas D. Hyde
--------------------------------------------
Thomas D. Hyde
Senior Vice President, General Counsel and
Secretary
for the Registrant
Pursuant to the requirements of the Securities Act of 1933, this Pre-
Effective Amendment No. 1 to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- -----
<S> <C> <C>
/s/ DANIEL P. BURNHAM* Chairman and Chief Executive Officer and September 30, 1999
- ------------------------------------------------- Director (Principal Executive Officer)
DANIEL P. BURNHAM
/s/ FRANKLYN A. CAINE* Senior Vice President and Chief Financial September 30, 1999
- ------------------------------------------------- Officer
FRANKLYN A. CAINE (Principal Financial Officer)
/s/ MICHELE C. HEID* Vice President and Corporate Controller September 30, 1999
- ------------------------------------------------- (Principal Accounting Officer)
MICHELE C. HEID
/s/ BARBARA BARRETT* Director September 30, 1999
- -------------------------------------------------
BARBARA BARRETT
/s/ FERDINAND COLLOREDO-MANSFELD* Director September 30, 1999
- -------------------------------------------------
FERDINAND COLLOREDO-MANSFELD
/s/ THOMAS E. EVERHART* Director September 30, 1999
- -------------------------------------------------
THOMAS E. EVERHART
/s/ JOHN R. GALVIN* Director September 30, 1999
- -------------------------------------------------
JOHN R. GALVIN
/s/ L. DENNIS KOZLOWSKI* Director September 30, 1999
- -------------------------------------------------
L. DENNIS KOZLOWSKI
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- -----
<S> <C> <C>
/s/ JAMES N. LAND, JR.* Director September 30, 1999
- -------------------------------------------------
JAMES N. LAND, JR.
/s/ HENRIQUE DE CAMPOS MEIRELLES* Director September 30, 1999
- -------------------------------------------------
HENRIQUE DE CAMPOS MEIRELLES
/s/ THOMAS L. PHILLIPS* Director September 30, 1999
- -------------------------------------------------
THOMAS L. PHILLIPS
/s/ DENNIS J. PICARD* Director September 30, 1999
- -------------------------------------------------
DENNIS J. PICARD
/s/ WARREN B. RUDMAN* Director September 30, 1999
- -------------------------------------------------
WARREN B. RUDMAN
/s/ ALFRED M. ZEIEN* Director September 30, 1999
- -------------------------------------------------
ALFRED M. ZEIEN
* By: /s/ Thomas D. Hyde
--------------------------------------------
Thomas D. Hyde
Attorney in Fact
</TABLE>
II-7
<PAGE>
Exhibit 5.1
-----------
[Raytheon Company]
September 30, 1999
Raytheon Company
141 Spring Street
Lexington, MA 02421
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of Raytheon
Company, a Delaware Corporation (the "Company"), and am rendering this opinion
in connection with a registration statement on Form S-3 (the "Registration
Statement") of the Company being filed today with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to $3,000,000,000 aggregate initial offering
price of the following securities of the Company (the "Registered Securities"):
(i) unsecured senior debt securities (the "Senior Debt Securities"), (ii)
unsecured subordinated debt securities (the "Subordinated Debt Securities" and
collectively with the Senior Debt Securities, the "Debt Securities"), (iii)
warrants to purchase Debt Securities (the "Debt Warrants"), (iv) shares of
preferred stock, $0.01 par value per share (the "Preferred Stock"), (v) warrants
to purchase shares of Preferred Stock (the "Preferred Stock Warrants"), (vi)
shares of Class B common stock, $0.01 par value per share (the "Class B Common
Stock"), and (vii) warrants to purchase shares of Class B Common Stock (the
"Class B Warrants", and collectively with the Debt Warrants and the Preferred
Stock Warrants, the "Warrants"), for issuance from time to time pursuant to Rule
415 under the Securities Act.
As Senior Vice President, General Counsel and Secretary of the Company, I
have examined and am familiar with the Restated Certificate of Incorporation of
the Company, as amended to date. I am also familiar with the corporate
proceedings taken by the Board of Directors of the Company to authorize the
filing of the Registration Statement and the issuance of the Registered
Securities.
In connection with the foregoing, I have examined originals, or copies
certified or otherwise identified to my satisfaction, of such documents,
corporate records and other instruments as I have deemed necessary or
appropriate for the purpose of this opinion.
Based upon the foregoing, I am of the opinion that:
<PAGE>
1. The Debt Securities registered under the Registration Statement, when
duly authorized, executed, authenticated and delivered against payment therefor
or upon the exercise of Debt Warrants, and (in the case of Debt Securities
acquired upon the exercise of Debt Warrants) when the Company shall have
received any additional consideration which is payable upon such exercise, will
be validly issued and will constitute binding obligations of the Company in
accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other laws affecting
creditors' rights generally from time to time in effect and to general
principles of equity.
2. The shares of Preferred Stock registered under the Registration
Statement, when duly authorized and issued against payment therefor, or upon
exercise of Preferred Stock Warrants, and (in the case of Preferred Stock
acquired on the exercise of Preferred Stock Warrants) when the Company shall
have received any additional consideration which is payable upon such exercise,
will be validly issued, fully paid and nonassessable.
3. The shares of Class B Common Stock registered under the Registration
Statement, when duly authorized and issued for consideration having a value not
less than the par value thereof, or upon the exercise of Class B Warrants, and
when (in the case of Class B Common Stock issued upon the exercise of Class B
Warrants) the Company shall have received any additional consideration which is
payable upon such exercise, will be validly issued, fully paid and
nonassessable.
4. The Warrants registered under the Registration Statement, when duly
executed and delivered against payment therefor, pursuant to a warrant agreement
or agreements duly authorized, executed and delivered by the Company and a
warrant agent, will be legally issued, and will be legal and binding obligations
of the Company in accordance with their respective terms, subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
laws affecting creditors' rights generally from time to time in effect and to
general principles of equity.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Legal
Matters" in the Prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Thomas D. Hyde
Thomas D. Hyde
Senior Vice President, General Counsel
and Secretary
<PAGE>
Exhibit 12.1
RAYTHEON COMPANY AND SUBSIDIARIES
STATEMENTS RE: COMPUTATION OF
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
(DOLLAR AMOUNTS IN MILLIONS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 28, JULY 4, FISCAL YEAR ENDED
1998 1999 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C>
Income before taxes per statements of income...... 803 882 900 1,192 1,083 790 1,467
Add:
Portion of rents representative of interest
factor...................................... 46 73 32 41 45 50 113
Interest on indebtedness....................... 354 353 49 197 256 397 739
----- ----- ----- ----- ----- ----- -----
Income as adjusted............................. 1,203 1,308 981 1,430 1,385 1,237 2,319
===== ===== ===== ===== ===== ===== =====
Fixed charges:
Portion of rents representative of interest
factor...................................... 46 73 32 41 45 50 113
Interest on indebtedness....................... 354 353 49 197 256 397 739
Capitalized interest........................... 1 2 1 1 3 4 2
----- ----- ----- ----- ----- ----- -----
Fixed charges............................... 401 428 82 239 304 451 854
===== ===== ===== ===== ===== ===== =====
Preferred Stock:
Preferred Stock Dividends...................... 0 0 0 0 0 0 0
===== ===== ===== ===== ===== ===== =====
Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends...................... 3.0 3.1 12.0 6.0 4.6 2.7 2.7
===== ===== ===== ===== ===== ===== =====
</TABLE>
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3/A of our report dated January 26, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders,
which is incorporated by reference in Raytheon Company's Annual Report on Form
10-K for the year ended December 31, 1998. We also consent to the incorporation
by reference of our report dated January 26, 1999 relating to the financial
statement schedule, which appears in such Annual Report on Form 10-K. We also
consent to the references to us under the headings "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
September 29, 1999
