<PAGE>
As filed with the Securities and Exchange Commission on May 11 1999
Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
Raytheon Company
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 3812 95-1778500
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
</TABLE>
---------------
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)
---------------
Copy to:
<TABLE>
<S> <C>
Thomas D. Hyde, Esq. Michael P. O'Brien, Esq.
Senior Vice President 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
</TABLE>
(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: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
- -----------------------------------------------------------------------------
<CAPTION>
Proposed
Proposed Maximum
Title of Each Class of Maximum Aggregate Amount of
Securities to be Amount to be Offering Price Offering Registration
Registered Registered Per Unit(1) Price Fee(2)
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
6% Exchange Debentures
Due 2010............... $250,000,000 100% $250,000,000 $ 71,098.50
- -----------------------------------------------------------------------------
6.40% Exchange
Debentures Due 2018.... $550,000,000 100% $550,000,000 $156,651.15
- -----------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the Registration Fee.
(2) Calculated in accordance with Rule 457(f)(2) under the Securities Act,
based upon the book value of the Registrant's outstanding 6% Debentures due
2010 and 6.40% Debentures due 2018 as of April 30, 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>
Preliminary Prospectus, Dated May 11, 1998
Raytheon Company
Offer to Exchange All Outstanding 6% Debentures Due 2010
($250,000,000 Aggregate Principal Amount Outstanding)
for
6% Exchange Debentures Due 2010
and
Offer to Exchange All Outstanding 6.40% Debentures Due 2018
($550,000,000 Aggregate Principal Amount Outstanding)
for
6.40% Exchange Debentures Due 2018
We are offering to exchange up to $250,000,000 aggregate principal amount of
our 6% Exchange Debentures Due 2010 that have been registered under the
Securities Act of 1933 for the same aggregate principal amount of our
outstanding 6% Debentures Due 2010. In addition, we are offering to exchange up
to $550,000,000 aggregate principal amount of our 6.40% Exchange Debentures Due
2018 that have been registered under the Securities Act of 1933 for the same
aggregate principal amount of our outstanding 6.40% Debentures Due 2018.
TERMS OF THE EXCHANGE OFFER
. Expires 5:00 P.M. New York City time , 1999, unless extended.
. We will accept for exchange all outstanding debentures that are validly
tendered and not validly withdrawn.
. You may withdraw the tender of your debentures at any time prior to the
expiration of the exchange offer.
. The exchange offer is not subject to any condition, other than that the
exchange offer not violate applicable law or any applicable interpretation
of the Staff of the Securities and Exchange Commission.
. We will not receive any proceeds from the consummation of the exchange
offer.
. We believe that the exchange of new debentures for outstanding debentures
will not be a taxable exchange for U.S. federal income tax purposes.
. We do not intend to apply for listing of any of the debentures to be issued
on any securities exchange or to arrange for them to be quoted on any
quotation system.
TERMS OF THE DEBENTURES TO BE ISSUED IN THE EXCHANGE
. The terms of the debentures to be issued in the exchange are substantially
identical to the terms of the debentures for which the offer to exchange is
being made, except that we believe that the debentures to be issued in the
exchange will be freely transferable under the Securities Act of 1933 and
will be issued free of any covenants regarding exchange and registration
rights.
. The debentures to be issued in the exchange and the debentures for which the
offer to exchange is being made are redeemable at our option at any time at
a redemption price determined as set forth in this Prospectus.
. Interest will be payable on the debentures to be issued in the exchange
semi-annually on June 15 and December 15 of each year, beginning June 15,
1999.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of our offer or the debentures to be
issued in the exchange or determined that this Prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
We may amend or supplement this Prospectus from time to time by filing
amendments or supplements as required. You should read this entire Prospectus
(and the accompanying Letter of Transmittal and related documents) and any
amendments of supplements carefully before making your investment decision.
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 in any state where the offer or sale is not
permitted.
The date of this Prospectus is 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................................... 3
Disclosure Regarding Forward-Looking Statements............................ 4
The Company................................................................ 5
Recent Financial Developments.............................................. 6
The Initial Debentures..................................................... 6
Use of Proceeds............................................................ 6
Capitalization............................................................. 7
Ratio of Net Debt to Total Capitalization.................................. 7
Ratio of Earnings to Fixed Charges......................................... 7
Selected Summary Financial Data............................................ 8
Description of the Debentures.............................................. 9
Certain United States Federal Income Tax Consequences...................... 20
Exchange Offer............................................................. 21
Plan of Distribution....................................................... 27
Validity of Debentures..................................................... 28
Experts.................................................................... 28
</TABLE>
Our principal executive offices are located at 141 Spring Street, Lexington,
Massachusetts 02421. Our telephone number is (781) 862-6600.
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 exchange the Debentures or soliciting offers to
exchange the Debentures 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.
2
<PAGE>
AVAILABLE INFORMATION
We have filed a registration statement on Form S-4 under the Securities Act
of 1933, as amended, with the Securities and Exchange Commission, relating to
$250,000,000 aggregate principal amount of our 6% Exchange Debentures Due 2010,
and $550,000,000 aggregate principal amount of our 6.40% Exchange Debentures
Due 2018. We refer to the 6% Exchange Debentures Due 2010 and the 6.40%
Exchange Debentures Due 2018 in this Prospectus together as the "Exchange
Debentures." This Prospectus does not contain all of the information included
in the Registration Statement. For a more complete understanding of the offer
to exchange Exchange Debentures Due 2010 and Exchange Debentures Due 2018 for
outstanding 6% Debentures Due 2010 and 6.40% Debentures Due 2018, respectively,
you should refer to the Registration Statement, including its exhibits. 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.
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 (1) our Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 and (2) 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 prior to the expiration date of the Exchange
Offer:
Any statement contained in this Prospectus or in any documents, that are
incorporated or deemed to be incorporated by reference into this Prospectus in
whole or in part, shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained in this Prospectus or
in any other subsequently filed document or portion thereof which also is or is
deemed to be incorporated by reference into this Prospectus modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
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 at (781) 862-
6600. To obtain timely delivery of any of this information, please write or
telephone us no later than , 1999, the date five business days prior
to the expected consummation of the Exchange Offer.
3
<PAGE>
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, certain
statements included in this Prospectus under "The 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 certain 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 significant considerations discussed in this Prospectus and the
information incorporated by reference into this Prospectus;
. competition from others;
. our ability to successfully complete the consolidation and
reorganization of Raytheon Systems Company in a manner that avoids
business disruptions and achieves anticipated cost and revenue
synergies;
. our ability to successfully implement our consolidation and cost
reduction plans for Raytheon Engineers & Constructors;
. the magnitude and timing of new business awards;
. declines in the procurement portion of the U.S. defense budget;
. our ability to detect and then achieve successful and timely resolution
of all Year 2000 problems;
. changes in general economic and business conditions;
. other factors which might be described from time to time in our filings
with the Securities and Exchange Commission; and
. other factors which are beyond our control and the control of our
subsidiaries, including, without limitation, 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, that they will have the expected
consequences to or effects on us and our subsidiaries or our businesses or
operations. Additionally, important factors that could cause actual results to
differ materially from our expectations are disclosed in the documents we are
incorporating by reference, including statements under "Item 1-Business" of our
Annual Report on Form 10-K for the year ended December 31, 1998. 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
expressly disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statement.
4
<PAGE>
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.
Electronics
Defense Electronics. Simultaneously with the consummation of the merger with
the defense electronics business of Hughes Electronics Corporation ("Hughes
Defense"), we announced the creation of Raytheon Systems Company ("RSC") to
integrate our defense electronics businesses. RSC represents the combination
and consolidation of four legacy defense organizations--Raytheon Electronic
Systems, Raytheon E-Systems, Raytheon TI Systems and Hughes Defense.
RSC is engaged in the design, manufacture and service of advanced electronic
devices, equipment and systems for both government and commercial customers. In
addition to defense electronic systems, RSC has been successful in the
conversion of certain defense electronic technologies to commercial
applications such as air traffic control, environmental monitoring and
communications. RSC currently consists of the following five business units:
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; and advanced munitions.
Sensors and Electronic Systems-- radar; electronic warfare; infrared;
laser; and GPS technologies. Programs are focused on land, naval,
airborne and spaceborne systems used for surveillance, reconnaissance,
targeting, navigation, commercial and scientific applications.
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; large
scale information retrieval, processing and distribution systems; and
global broadcast systems.
Aircraft Integration Systems--integration of airborne surveillance and
intelligence systems; aircraft modifications; and head-of-state aircraft
systems.
Training and Services--training services and integrated training
programs; technical services; and 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 and other electronic components
for a wide range of applications.
Aircraft
Raytheon Aircraft 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).
Engineering and Construction
Raytheon Engineers & Constructors ("RE&C") is one of the largest engineering
and construction firms in the United States, serving markets throughout the
world. RE&C is engaged in the design, construction and maintenance of
facilities and plants operated by a range of customers, including independent
power producers, utilities, petroleum companies, pulp and paper companies,
industrial concerns and governments.
5
<PAGE>
RECENT FINANCIAL DEVELOPMENTS
On April 22, 1999, we announced our financial results for the quarter ended
April 4, 1999. Earnings for the quarter was $241 million, or $0.71 per diluted
share, on sales of $4.9 billion, before the effect of an accounting change.
Reported net income for the quarter ended April 4, 1999 of $188 million, or
$0.55 per diluted share, includes $53 million of after-tax adjustment related
to the adoption of a new accounting standard for the cost of start-up
activities. The increases in sales and net income were principally due to
increases in sales in each of our business segments, and a 13% increase in
operating income in our defense and commercial electronics segments.
THE INITIAL DEBENTURES
On December 14, 1998, we issued $250,000,000 aggregate principal amount of
our 6% Debentures Due 2010 and $550,000,000 of our 6.40% Debentures Due 2018 in
a transaction exempt from the registration requirements of the Securities Act
of 1933 pursuant to the exemptions to such requirements provided by Rule 144A
under this Act. These 6% Debentures Due 2010 are referred to in this Prospectus
as the "Initial Debentures Due 2010," the 6.40% Debentures Due 2018 are
referred to in this Prospectus as the "Initial Debentures Due 2018," and all of
such debentures are referred to together as the "Initial Debentures."
USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the Exchange
Debentures. We used the net proceeds from the original sale of the Initial
Debentures on December 14, 1998 to refinance commercial paper borrowings with
various maturities and that bore interest at various rates.
6
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of Raytheon Company as of
December 31, 1998. This table should be read in conjunction with the Selected
Summary Financial Data included elsewhere in this Prospectus and the financial
statements, including the notes thereto, which are incorporated into this
Prospectus by reference.
<TABLE>
<CAPTION>
As of
December 31,
1998
-------------
<S> <C>
(in millions)
Notes payable and current portion of long-term debt.......... 827
Long-term debt
Initial Debentures......................................... 791
Other long-term debt....................................... 7,372
Total long-term debt..................................... 8,163
Stockholders' equity......................................... 10,856
Total capitalization..................................... 19,846
</TABLE>
RATIO OF NET DEBT TO TOTAL CAPITALIZATION
The following table sets forth Raytheon Company's consolidated ratio of net
debt to total capitalization at the end of fiscal years 1998, 1997, 1996, 1995
and 1994:
<TABLE>
<CAPTION>
Fiscal Year Ended December 31,
----------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
44.1% 48.4% 43.8% 36.8% 17.9%
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth Raytheon Company's consolidated ratio of
earnings to fixed charges for the end of the fiscal years 1998, 1997, 1996,
1995 and 1994:
<TABLE>
<CAPTION>
Fiscal Year Ended December 31,
--------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- -----
<S> <C> <C> <C> <C>
2.7x 2.7x 4.6x 6.0x 12.0x
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, 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.
7
<PAGE>
SELECTED SUMMARY FINANCIAL DATA
The following tables present selected financial data for Raytheon Company.
The fiscal year-end financial data have been derived from the audited financial
statements of Raytheon Company incorporated by reference into this Prospectus
and should be read in conjunction with such financial statements and related
notes. The selected financial data of Raytheon for the 1998 and 1997 fiscal
years include the results of TI Defense from July 11, 1997, and the results of
Hughes Defense from December 17, 1997.
<TABLE>
<CAPTION>
Fiscal year Ended
December 31,
-------------------------
1998 1997 1996
------- ------- -------
(in millions)
<S> <C> <C> <C>
Operating Data:
Net sales......................................... $19,530 $13,673 $12,331
Operating income.................................. 2,036 1,084 1,198
Interest expense.................................. 739 397 256
Net income........................................ 864 527 761
Other Data:
EBITDA (a)........................................ $ 2,939 $ 1,606 $ 1,606
Depreciation and amortization..................... 761 457 369
Capital expenditures.............................. 509 459 406
Net cash provided by (used in):
Operating activities.............................. $ 820 $ 963 $ 291
Investing activities.............................. 791 (2,856) (938)
Financing activities.............................. (1,486) 2,053 575
<CAPTION>
Fiscal Year
ended December
31,
----------------
1998 1997
------- -------
(in millions)
<S> <C> <C> <C>
Balance Sheet Data:
Net working capital............................... $ 1,957 $(1,982)
Total assets...................................... 27,939 28,598
Debentures payable and current portion of long-
term debt........................................ 827 5,656
Long-term debt and capitalized leases............. 8,163 4,406
Stockholders' equity.............................. 10,856 10,425
</TABLE>
- --------
(a) EBITDA represents income before interest, income taxes, depreciation
(including certain amounts allocated to corporate overhead that are included
in general and administrative expenses) and amortization. EBITDA is not
intended to represent cash flow or any other measure of performance reported
in accordance with generally accepted accounting principles. Raytheon has
included EBITDA as it understands that EBITDA is used by certain investors as
one measure of a company's ability to service debt.
8
<PAGE>
DESCRIPTION OF THE DEBENTURES
The Initial Debentures were, and the Exchange Debentures will be, issued
under an Indenture dated as of July 3, 1995, as supplemented and amended by the
Supplemental Indenture dated as of December 14, 1998, between Raytheon and The
Bank of New York, as trustee. The following summary of certain provisions of
the Indenture, the Initial Debentures and the Exchange Debentures does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of the Indenture, including the definitions of
certain terms contained in the Indenture and those terms made a part of the
Indenture by the Trust Indenture Act of 1939, as amended, the Initial
Debentures and the Exchange Debentures. Copies of the Indenture, the Initial
Debentures and the Exchange Debentures have been filed as exhibits to the
registration statement of which this Prospectus is a part, and are available
upon request from us. The Exchange Debentures are identical in all material
respects to the Initial Debentures, except for certain transfer restrictions
and registration rights relating to the Initial Debentures, and except that, if
the Exchange Offer is not consummated before July 12, 1999, the interest rate
on the Initial Debentures from and after such date until the consummation of
the Exchange Offer will increase by .25% per annum. Capitalized terms used but
not defined in the following summary have the respective meanings specified in
the Indenture. Certain of these capitalized terms are defined below, see "--
Certain Definitions." Section references are to the Indenture unless otherwise
indicated.
References to the "Debentures Due 2010" below are to the Initial Debentures
Due 2010 and Exchange Debentures Due 2010, treated as a single series of
Security, and references to the "Debentures Due 2018" below are to the Initial
Debentures Due 2018 and Exchange Debentures Due 2018, treated as a single
series of Security. References below to the "Debentures" are to the Initial
Debentures Due 2010, the Exchange Debentures Due 2010, the Initial Debentures
Due 2018 and the Exchange Debentures Due 2018, collectively.
General
The Debentures are limited to $800 million aggregate principal amount,
consisting of $250 million principal amount of Debentures Due 2010 and $550
million principal amount of Debentures Due 2018. The Exchange Debentures of
each series will be treated as a continuation of the Initial Debentures of such
series for calculation of interest and all other purposes, except that the
interest rate on the Initial Debentures may increase if the Exchange Offer is
not consummated before July 12, 1999, as described above. The Debentures are
senior unsecured obligations of Raytheon and will rank pari passu with all
senior unsecured debt of Raytheon and will be senior to all existing and future
subordinated debt of Raytheon, if any. Interest on the Debentures is payable in
United States dollars at the office or agency of Raytheon in the Borough of
Manhattan, the City of New York, New York or, at Raytheon's option, by check
mailed to the address of the registered holder. Interest will be calculated on
the basis of a 360-day year consisting of twelve 30-day months.
The Debentures Due 2010. Each Debenture Due 2010 bears interest from
December 14, 1998, at 6% per annum, payable semiannually on June 15 and
December 15 of each year, commencing June 15, 1999, to the person in whose name
the Debenture Due 2010 is registered, subject to certain exceptions as provided
in the Indenture, at the close of business on June 1 or December 1 (each a
"Record Date"), as the case may be, immediately preceding such June 15 or
December 15. The Debentures Due 2010 will mature on December 15, 2010, and are
not subject to any sinking fund provision.
The Debentures Due 2018. Each Debenture Due 2018 bears interest from
December 14, 1998, at 6.40% per annum, payable semiannually on June 15 and
December 15 of each year, commencing June 15, 1999, to the person in whose name
the Debenture Due 2018 is registered, subject to certain exceptions as provided
in the Indenture, at the close of business on the Record Date immediately
preceding such June 15 or December 15. The Debentures Due 2018 will mature on
December 15, 2018, and are not subject to any sinking fund provision.
9
<PAGE>
Optional Redemption
The Debentures Due 2010 and Debentures Due 2018 will be redeemable as a
whole at any time or in part from time to time, at the option of Raytheon, at a
redemption price equal to the greater of:
(1) 100% of the principal amount of such Debentures; and
(2) the sum of the present values of the remaining scheduled payments of
principal and interest thereon from the redemption date to the applicable
maturity date discounted, in either case, to the redemption date on a
semiannual basis, assuming a 360-day year consisting of twelve 30-day
months, at the Treasury Rate plus 20 basis points, plus any interest
accrued but not paid to the date of redemption.
"Treasury Rate" means, with respect to any redemption date for the
Debentures Due 2010 or the Debentures Due 2018, as the case may be,
(1) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication
which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue; if no maturity is within three months before or
after the maturity date for the Debentures Due 2010 or the Debentures Due
2018, as the case may be, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be determined
and the Treasury Rate shall be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month, or
(2) if such release, or any successor release, is not published during
the week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue, expressed as a percentage of its principal amount, equal to
the Comparable Treasury Price for such redemption date. The Treasury Rate
shall be calculated on the third Business Day preceding the redemption
date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Debentures Due 2010 or the Debentures Due 2018, as
the case may be, to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of such Debentures. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the Trustee after consultation with
Raytheon.
"Comparable Treasury Price" means with respect to any redemption date for
the Debentures Due 2010 or the Debentures Due 2018, as the case may be,
(1) the average of four Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or
(2) if the Trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated and two other primary U.S.
Government securities dealers in New York City (each, a "Primary Treasury
Dealer") appointed by the Trustee in consultation with Raytheon; provided,
however, that if any of the foregoing shall cease to be a Primary Treasury
Dealer, Raytheon shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable
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Treasury Issue, expressed in each case as a percentage of its principal amount,
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but no more than 60
days before the redemption date to each holder of Debentures to be redeemed.
Unless Raytheon defaults in payment of the redemption price, on and after
the redemption date interest will cease to accrue on the Debentures or portions
thereof called for redemption.
The Debentures will be issued only in registered form without coupons, in
denominations of $1,000 or integral multiples thereof. To the extent described
under "--Book Entry; Delivery and Form" below, the principal of and interest on
the Debentures will be payable and the transfer of the Debentures will be
registrable through The Depository Trust Company ("DTC"). No service charge
will be made for any registration of transfer or exchange of the Debentures,
but Raytheon may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection therewith (Section 305).
Events of Default
The Indenture, with respect to any series of Securities then Outstanding,
defines an Event of Default as any one of the following events:
(1) default in the payment of any interest on any Security of that
series when it becomes due and payable, and continuance of such default for
a period of 30 days;
(2) default in the payment of the principal of, or premium, if any, on
any Security of that series when it shall become due and payable either at
its Maturity, by declaration as authorized in the Indenture or otherwise;
(3) failure to deposit any sinking fund payment when and as due by the
terms of a Security of that series;
(4) failure to perform any other covenants or agreements of Raytheon in
the Indenture, other than covenants or agreements included in the Indenture
solely for the benefit of a series or series of Securities thereunder other
than that series, and continuance of such default for a period of 60 days
after either the Trustee or the Holders of at least 25% of the principal
amount of the outstanding Securities of that series have given written
notice in the manner provided for therein specifying such failure as
provided in the Indenture;
(5) certain events in bankruptcy, insolvency or reorganization of
Raytheon; and
(6) any other Event of Default provided with respect to Securities of
that series (Section 501). If an Event of Default occurs with respect to
Securities of any series, the Trustee shall give the Holders of Securities
of such series notice of such default, provided, however, that in the case
of a default described in (4) above, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof (Section 602).
If an Event of Default with respect to the Securities of any series at the
time outstanding occurs and is continuing, either the Trustee or the Holders of
at least 25% of the aggregate principal amount of the outstanding Securities of
that series may declare the principal amount of all the Securities of that
series to be due and payable immediately. At any time after a declaration of
acceleration with respect to Securities of any series has been made, but before
a judgment or decree based on acceleration has been obtained, the Holders of a
majority of the aggregate principal amount of outstanding Securities of that
series may, under certain circumstances, rescind and annul such acceleration
(Section 502).
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the
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Indenture at the request or direction of any of the Holders, unless such
Holders shall have offered to the Trustee reasonable security or indemnity
(Section 603). Subject to such provisions for the indemnification of the
Trustee and to certain other conditions, the Holders of a majority of the
aggregate principal amount of the outstanding Securities of any series will
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Securities of that series
(Section 512).
No Holder of Securities of any series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless:
(1) such Holder previously has given to the Trustee under the Indenture
written notice of a continuing Event of Default with respect to Securities
of that series;
(2) the Holders of at least 25% of the aggregate principal amount of the
outstanding Securities of that series have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding
as trustee;
(3) in the 60-day period following receipt of a written notice from a
Holder, the Trustee has not received from the Holders of a majority of the
aggregate principal amount of the outstanding Securities of that series a
direction inconsistent with such request; and
(4) the Trustee shall have failed to institute such proceeding within
such 60-day period (Section 507). However, such limitations do not apply to
a suit instituted by a Holder of a Security for enforcement of payment of
the principal of and premium, if any, or interest on such Security on or
after the respective due dates expressed in such Security (Section 508).
Raytheon is required to furnish to the Trustee annually a statement as to
the performance by Raytheon of certain of its obligations under the Indenture
and as to any default in such performance (Section 1007).
Any payment default on any Security regardless of amount, where the
aggregate principal amount of the series of such Security exceeds $50 million,
or any other default that causes acceleration of any such Security, would give
rise to a cross-default under Raytheon's senior credit facilities. In certain
circumstances, payment defaults on Securities may give rise to cross-defaults
under guarantees of Raytheon related to various receivables facilities of
certain subsidiaries of Raytheon.
Defeasance and Covenant Defeasance
The Indenture provides that Raytheon may elect either:
(1) to defease and be discharged from any and all obligations in respect
of a series of Securities then outstanding, except for certain obligations
to register the transfer of or exchange of such series of Securities,
replace stolen, lost or mutilated Securities, maintain paying agencies and
hold monies for payment in trust, ("defeasance"); or
(2) to be released from its obligations with respect to such series of
Securities under any covenants applicable to such series of Securities
which are determined pursuant to Section 301 of the Indenture to be subject
to covenant defeasance ("covenant defeasance"), and the occurrence of an
event described in clause (4) under "Events of Default" above, insofar as
with respect to covenants subject to covenant defeasance, shall no longer
be an Event of Default, in the case of either (1) or (2) if Raytheon
deposits, in trust, with the Trustee money or U.S. Government Obligations,
which through the payment of interest thereon and principal thereof in
accordance with their terms will provide money, in an amount sufficient,
without reinvestment, to pay all the principal of, premium, if any, and
interest on such series of Securities on the dates such payments are due,
which may include one or more redemption dates designated by Raytheon, and
any mandatory sinking fund or analogous payments thereon in accordance with
the terms of such series of Securities. Such a trust may only be
established if, among other things, (A) no Event of
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Default or event which with the giving of notice or lapse of time, or both,
would become an Event of Default under the Indenture shall have occurred
and be continuing on the date of such deposit, (B) such deposit will not
cause the Trustee to have any conflicting interest with respect to other
securities of Raytheon and Raytheon shall have delivered an Opinion of
Counsel to the effect that the Holders will not recognize income, gain or
loss for federal income tax purposes, and, in the case of legal defeasance
only, such Opinion of Counsel must be based on a ruling of the Internal
Revenue Service or other change in applicable federal income tax law, as a
result of such deposit or defeasance and will be subject to federal income
tax in the same manner as if such defeasance had not occurred.
Raytheon may exercise its defeasance option with respect to such series of
Securities notwithstanding its prior exercise of its covenant defeasance
option. If Raytheon exercises its defeasance option, payment of such series of
Securities may not be accelerated because of a subsequent Event of Default. If
Raytheon exercises its covenant defeasance option, payment of such series of
Securities may not be accelerated by reference to a subsequent breach of any of
the covenants noted under clause (2) in the preceding paragraph. In the event
Raytheon omits to comply with its remaining obligations with respect to such
series of Securities under the Indenture after exercising its covenant
defeasance option and such series of Securities are declared due and payable
because of the subsequent occurrence of any Event of Default, the amount of
money and U.S. Government Obligations on deposit with the Trustee may be
insufficient to pay amounts due on the Securities of such series at the time of
the acceleration resulting from such Event of Default. However, Raytheon will
remain liable in respect of such payments. See Article Thirteen and Article
Fourteen of the Indenture.
Modification and Waiver
Modifications and amendments of the Indenture may be made by Raytheon and
the Trustee with the consent of the Holders of not less than a majority of the
aggregate principal amount of the outstanding Securities of all series issued
under the Indenture and affected by the modification or amendments, voting as a
single class; provided, however, that no such modification or amendment may,
without the consent of the Holders of all Securities affected thereby, among
other things,
(1) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security;
(2) reduce the principal amount of, or the premium, if any, or interest
on, any Security;
(3) change the place or currency of payment of principal of, premium, if
any, or interest on any Security;
(4) impair the right to institute suit for the enforcement of any
payment on any Security on or after the Stated Maturity thereof (or in the
case of redemption, on or after the Redemption Date; or
(5) reduce the percentage of the principal amount of outstanding
Securities of any series, the consent of whose Holders is required for
modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults
(Section 902).
The Holders of a majority of the aggregate principal amount of the
Securities of a series may, on behalf of all Holders of the Securities of such
series, waive any past default under the Indenture with respect to such series,
except a default in the payment of principal, premium, if any, or interest or
in the performance of certain covenants with respect to such series (Section
513).
Certain Covenants of the Corporation
Raytheon is subject to certain covenants under the Indenture with respect to
the Debentures.
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Limitation on Liens. Raytheon may not, nor may it permit any Significant
Subsidiary to, create, incur, assume or permit to exist any Lien on any
property or asset (including any stock or other securities of any Person,
including any Significant Subsidiary), or on any income or revenues or rights
in respect of any thereof, unless the Securities of any series then or
thereafter Outstanding shall be equally and ratably secured. This restriction
does not apply, however, to
(1) Liens on property or assets of Raytheon and its Subsidiaries
existing on the date of the Indenture, provided that such Liens shall
secure only those obligations which they secure as of the date of the
Indenture;
(2) any Lien existing on any property or asset prior to the acquisition
thereof by Raytheon or any Subsidiary, provided that (i) such Lien is not
created in contemplation of or in connection with such acquisition and (ii)
such Lien does not apply to any other property or assets of Raytheon or any
Subsidiary;
(3) Liens for taxes not yet due or which are being contested in good
faith by appropriate proceedings and with respect to which adequate
reserves, to the extent required by GAAP, have been set aside;
(4) carriers', warehousemen's, mechanics', materialsmen's, repairmen's
or other like Liens arising in the ordinary course of business and securing
obligations that are not due and payable or which are being contested in
good faith by appropriate proceedings and with respect to which adequate
reserves, to the extent required by GAAP, have been set aside;
(5) pledges and deposits made in the ordinary course of business in
compliance with workmen's compensation, unemployment insurance and other
social security laws or regulations;
(6) deposits to secure the performance of bids, trade contracts, other
than for Indebtedness, leases, other than capital leases, statutory
obligations, surety and appeal bonds, advance payment bonds, performance
bonds and other obligations of a like nature incurred in the ordinary
course of business;
(7) zoning restrictions, easements, rights-of-way, restrictions on use
of real property and other similar encumbrances incurred in the ordinary
course of business which, in the aggregate, are not substantial in amount
and do not materially detract from the value of the property subject
thereto or interfere with the ordinary conduct of the business of Raytheon
or any of its Subsidiaries;
(8) Liens upon any property acquired, constructed or improved by
Raytheon or any Subsidiary which are created or incurred within 360 days of
such acquisition, construction or improvement to secure or provide for the
payment of any part of the purchase price of such property or the cost of
such construction or improvement, including carrying costs, but no other
amounts, provided that any such Lien shall not apply to any other property
of Raytheon or any Subsidiary;
(9) Liens on the property or assets of any Subsidiary in favor of
Raytheon;
(10) extensions, renewals and replacements of Liens referred to in
paragraphs (i) through (ix) above, provided that any such extension,
renewal or replacement Lien shall be limited to the property or assets
covered by the Lien extended, renewed or replaced and that the obligations
secured by any such extension, renewal or replacement Lien shall be in an
amount not greater than the amount of the obligations secured by the Lien
extended, renewed or replaced;
(11) any Lien, of the type described in clause (3) of the definition
below of the term "Lien," on securities imposed pursuant to an agreement
entered into for the sale or disposition of such securities pending the
closing of such sale or disposition; provided such sale or disposition is
otherwise permitted hereunder;
(12) Liens arising in connection with any Permitted Receivables Program,
to the extent the sale by Raytheon or the applicable Subsidiary of its
accounts receivable is deemed to give rise to a Lien in favor of the
purchaser thereof in such accounts receivable or the proceeds thereof;
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(13) Liens on the capital stock or assets of any Subsidiary that is not
a Significant Subsidiary; and
(14) Liens to secure Indebtedness if, immediately after the grant
thereof, the aggregate amount of all Indebtedness secured by Liens that
would not be permitted but for this clause (14) does not exceed 15% of the
Stockholders' Equity as shown on the most recent consolidated balance sheet
of Raytheon filed with the SEC pursuant to the Securities Exchange Act of
1934.
Limitation on Sale/Leaseback Transactions. Transactions involving any sale
and leaseback by Raytheon or any Significant Subsidiary of any Principal
Property are prohibited, unless Raytheon or any such Significant Subsidiary,
within 120 days after the effective date of the lease, applies to the
retirement of any Funded Debt an amount equal to the greater of
(1) the net proceeds of the sale of the property leased; or
(2) the fair market value of the property leased within 90 days prior to
the effective date of the lease.
The amount to be so applied in respect of any such transaction will be
reduced, however, by the principal amount of any Securities surrendered to the
Trustee by Raytheon for cancellation and by the principal amount of Funded
Debt other than Securities, voluntarily retired by Raytheon, within 120 days
after the effective date of the lease, provided that no retirement may be
effected by payment on the final maturity date or pursuant to mandatory
sinking fund or prepayment provisions. This restriction does not apply,
however, to Raytheon or any Significant Subsidiary:
(1) entering into any transaction not involving a lease with a term of
more than three (3) years;
(2) entering into any transaction to the extent the Lien on any such
property subject to such sale and leaseback would be permitted under the
covenant described above under "Limitation on Liens"; or
(3) entering into any transaction for the sale and leaseback of any
property if such lease is entered into within 180 days after the later of
the acquisition, completion of construction or commencement of operation of
such property.
Leveraged Transactions. Except for the limitations on liens and
sale/leaseback transactions referred to above and on consolidations, mergers
or transfers of Raytheon's assets substantially as an entirety referred to
below, the Indenture and the terms of the Securities do not contain any
covenants or other provisions designed to afford Holders of any Securities
protection in the event of a highly leveraged transaction involving Raytheon.
Consolidation, Merger and Sale of Assets
Raytheon may not consolidate with or merge into any other Person or
transfer or lease its assets substantially as an entirety to any Person unless
any successor or purchaser is a corporation organized under the laws of the
United States of America, any State or the District of Columbia, and any such
successor or purchaser expressly assumes Raytheon's obligations under the
Debentures by an indenture supplemental to the Indenture. The Trustee may
receive an Opinion of Counsel as conclusive evidence of compliance with these
provisions (Article Eight).
Certain Definitions
Certain terms are defined in the Indenture and are used in this Prospectus
as follows:
"Debentures Closing Date" means December 14, 1998.
"Debentures Due 2010" means a single series of Securities issued pursuant
to the Indenture and designated either 6% Debentures Due 2010 or 6% Exchange
Debentures due 2010, limited in aggregate principal amount to $250,000,000.
"Debentures Due 2018" means a single series of Securities issued pursuant
to the Indenture and designated either 6.40% Debentures due 2018 or 6.40%
Exchange Debentures Due 2018, limited in aggregate principal amount to
$550,000,000.
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"Funded Debt" means all Indebtedness that will mature, pursuant to a
mandatory sinking fund or prepayment provision or otherwise, and all
installments of Indebtedness that will fall due, more than one year from the
date of determination. In calculating the maturity of any Indebtedness, there
shall be included the term of any unexercised right of the debtor to renew or
extend such Indebtedness existing at the time of determination.
"GAAP" means generally accepted accounting principles applied on a
consistent basis.
"Holder" means any individual, corporation, partnership, limited liability
company, joint venture, trust, unincorporated organization or government or any
agency or political subdivision thereof in whose name a Security is registered
in the security register for such Securities maintained in accordance with the
terms of the Indenture.
"Indebtedness" of any Person shall mean, as at any date of determination,
all indebtedness (including capitalized lease obligations) of such Person and
its consolidated subsidiaries at such date that would be required to be
included as a liability on a consolidated balance sheet (excluding the
footnotes thereto) of such Person prepared in accordance with GAAP.
"Lien" means, with respect to any asset of any Person,
(1) any mortgage, deed of trust, lien, pledge, encumbrance, charge or
security interest in or on such asset;
(2) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the
foregoing) relating to such asset; and
(3) in the case of securities that constitute assets of such Person, any
purchase option, call or similar right of a third party with respect to
such securities.
"Permitted Receivables Program" means any receivables securitization program
pursuant to which Raytheon or any of the Subsidiaries sells accounts receivable
to any non-Affiliate in a "true sale" transaction; provided, however, that any
related indebtedness incurred to finance the purchase of such accounts
receivable is not includible on the balance sheet, excluding the footnotes
thereto, of Raytheon or any Subsidiary in accordance with GAAP and applicable
regulations of the SEC.
"Principal Property" means
(1) Raytheon's principal office building; and
(2) any manufacturing plant or principal research facility of Raytheon
or any Significant Subsidiary which is located within the United States of
America or Canada, except any such principal office building, plant or
facility which the Board of Directors by resolution declares is not of
material importance to the total business conducted by Raytheon and its
Subsidiaries as an entirety.
"Securities" means any Securities authenticated and delivered under the
Indenture, including the Debentures.
"Significant Subsidiary" means, at any time, any Subsidiary that would be a
"Significant Subsidiary" at such time, as such term is defined in Regulation S-
X promulgated by the SEC, as in effect on the date of the Indenture.
"Stockholders' Equity" means, at any date of determination, the
stockholders' equity at such date of Raytheon and its Subsidiaries, as
determined in accordance with GAAP.
"Subsidiary" means any corporation, partnership, limited liability company,
joint venture, trust or unincorporated organization more than 50% of the
outstanding voting interest of which is owned, directly or indirectly, by
Raytheon or by one or more other Subsidiaries, or by Raytheon and one or more
other Subsidiaries.
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Concerning the Trustee
The Bank of New York is Trustee under the Indenture. The Trustee performs
services for Raytheon in the ordinary course of business.
Book-Entry; Delivery and Form
The certificates representing the Initial Debentures have been, and the
Exchange Debentures will be, issued in fully registered form without interest
coupons. Each series of Debentures sold in offshore transactions in reliance on
Regulation S were initially represented by one or more permanent global
Debentures in definitive, fully registered form without interest coupons and
which was deposited with the Trustee as custodian for, and registered in the
name of a nominee of, DTC for the accounts of Euroclear and Cedel Bank.
Each series of Initial Debentures sold in reliance on Rule 144A are
represented by one or more permanent global Debentures in definitive, fully
registered form without interest coupons which was deposited with the Trustee
as custodian for, and registered in the name of a nominee of, DTC.
Each Global Security, and any Debentures issued for exchange therefor, are
subject to certain restrictions on transfer set forth in such securities.
Ownership of beneficial interests in a Global Security will be limited to
persons who have accounts with DTC ("participants") or persons who hold
interests through participants. Ownership of beneficial interests in a Global
Security will be shown on, and the transfer of that ownership will be effected
only through, records maintained by DTC or its nominee, with respect to
interests of participants, and the records of participants, with respect to
interests of persons other than participants, Qualified Institutional Buyers,
as defined in Rule 144A under the Securities Act of 1933 ("QIBs") may hold
their interests in a 144A Global Security directly through DTC if they are
participants in such system, or indirectly through organizations which are
participants in such system.
Investors may hold their interests in a Regulation S Global Security
directly through Cedel Bank or Euroclear, if they are participants in such
systems, or indirectly through other organizations that are participants in the
DTC system. Cedel Bank and Euroclear will hold interests in the Regulation S
Global Securities on behalf of their participants through DTC.
So long as DTC, or its nominee, is the registered owner or holder of a
Global Security, DTC or such nominee, as the case may be, will be considered
the sole owner or holder of the Debentures represented by such Global Security
for all purposes under the Indenture and the Debentures. No beneficial owner of
an interest in a Global Security will be able to transfer that interest except
in accordance with DTC's applicable procedures, in addition to those provided
for under the Indenture and, if applicable, those of Euroclear and Cedel Bank.
Payments of the principal of, and interest on, a Global Security will be
made to DTC or its nominee, as the case may be, as the registered owner
thereof. Neither Raytheon, the Trustee nor any Paying Agent will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Security
or for maintaining, supervising, or reviewing any records relating to such
beneficial ownership interests.
Raytheon expects that DTC or its nominee, upon receipt of any payment of
principal or interest in respect of a Global Security, will credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such Global Security
as shown on the records of DTC or its nominee. Raytheon also expects that
payments by participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers registered in the names of nominees for such
customers. Such payments will be the responsibility of such participants.
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Transfers between participants in DTC will be effected in the ordinary way
in accordance with DTC rules and will be settled in same-day funds. Transfers
between participants in Euroclear and Cedel Bank will be effected in the
ordinary way in accordance with their respective rules and operating
procedures.
Raytheon expects that DTC will take any action permitted to be taken by a
Holder of Debentures, including the presentation of Debentures for exchange as
described below, only at the direction of one or more participants to whose
account the DTC interests in a Global Security is credited and only in respect
of such portion of the aggregate principal amount of Debentures as to which
such participant or participants has or have given such direction. However, if
there is an Event of Default under the Debentures, DTC will exchange the
applicable Global Security for Certificated Securities, which it will
distribute to its participants and which may be legended as required by the
Indenture.
Raytheon understands that: DTC is a limited purpose trust company organized
under the laws of the State of New York, a "banking organization" within the
meaning of New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the Uniform Commercial Code and a
"Clearing Agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC was created to hold securities for its participants and
facilitate the clearance and settlement of securities transactions between
participants through electronic book-entry changes in accounts of its
participants, thereby eliminating the need for physical movement of
certificates and certain other organizations. Indirect access to the DTC system
is available to others such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a participant, either
directly or indirectly ("indirect participants").
Although DTC, Euroclear and Cedel Bank are expected to follow the foregoing
procedures in order to facilitate transfers of interests in a Global Security
among participants of DTC, Euroclear and Cedel Bank, they are under no
obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. Neither Raytheon nor the Trustee
will have any responsibility for the performance by DTC, Euroclear or Cedel
Bank or their respective participants or indirect participants of their
respective obligations under the rules and procedures governing their
operations.
If DTC is at any time unwilling or unable to continue as a depositary for
the Global Securities and a successor depositary is not appointed by Raytheon
within 90 days, Raytheon will issue Certificated Securities, which may bear
certain legends referred to in the Indenture, in exchange for the Global
Securities. Holders of an interest in a Global Security may receive
Certificated Securities, which may bear certain legends, in accordance with the
DTC's rules and procedures in addition to those provided for under the
Indenture.
Same-Day Settlement and Payment
So long as DTC continues to make its settlement system available to
Raytheon, all payments of principal of and interest on the Debentures will be
made by Raytheon in immediately available funds.
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CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
The following discussion of certain of the anticipated federal income tax
consequences of an exchange of the Initial Debentures for Exchange Debentures
and of the purchase at original issue, ownership, and disposition of the
Exchange Debentures is based upon the provisions of the Internal Revenue Code
of l986, as amended, the final, temporary, and proposed regulations promulgated
thereunder, and administrative rulings and judicial decisions now in effect,
all of which are subject to change, possibly with retroactive effect, or
different interpretations. This summary does not purport to deal with all
aspects of federal income taxation that may be relevant to you individually,
nor any tax consequences arising under the laws of any state, locality, or
foreign jurisdiction, and it is not intended to be applicable to all categories
of investors, some of which, such as dealers in securities, banks, insurance
companies, tax-exempt organizations, foreign persons, persons that hold
Exchange Debentures as part of a straddle or conversion transactions, persons
that purchase the Exchange Debentures from other holders at a discount or a
premium or holders subject to the alternative minimum tax, may be subject to
special rules. In addition, the summary is limited to persons that will hold
the Exchange Debentures as "capital assets" (generally, property held for
investment) within the meaning of Section 1221 of the Code.
You are advised to consult your own tax advisors regarding the Federal, state,
local, and foreign tax consequences of the exchange and the ownership and
disposition of Exchange Debentures.
Certain Income Tax Effects Of The Exchange Offer
Subject to the limitation set forth above, your exchange of Initial
Debentures for Exchange Debentures will not be a taxable event for you, and you
will not recognize any taxable gain or loss as a result of this exchange.
Accordingly, you would have the same adjusted basis and holding period in the
Exchange Debentures as you had in the Initial Debentures immediately before the
exchange. Further, the tax consequences of ownership and disposition of any
Exchange Debentures by you will be the same as the tax consequences of
ownership and disposition of Initial Debentures.
General
Non-U.S. Holders. The following summary describes certain United States
federal income tax consequences under current law that may be relevant to a
beneficial owner of the Exchange Debentures that is not
(1) a citizen or resident of the United States, (ii) a corporation
created or organized under the laws of the United States or any State
thereof or the District of Columbia; or
(2) a person otherwise subject to United States federal income taxation
on its worldwide income (any of the foregoing, a "Non-U.S. Holder").
This summary addresses only issues concerning Non-U.S. Holders that are
initial holders of the Exchange Debentures and that will hold the Exchange
Debentures as capital assets. It does not address the tax considerations
applicable to Non-U.S. Holders if income or gain in respect of the Exchange
Debentures is effectively connected with the conduct of a trade or business in
the United States.
Generally, payments of interest made with respect to the Exchange Debentures
to a Non-U.S. Holder will not be subject to United States federal income or
withholding tax, provided that:
(1) the Non-U.S. Holder does not actually or constructively own 10% or
more of the total combined voting power of all classes of stock of Raytheon
entitled to vote;
(2) the Non-U.S. Holder is not a controlled foreign corporation for
United States tax purposes that is directly or indirectly related to
Raytheon through stock ownership; and
(3) the Non-U.S. Holder complies with applicable certification
requirements.
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Any capital gain realized on the sale, exchange, retirement or other
disposition of an Exchange Debenture by a Non-U.S. Holder will not be subject
to United States federal income or withholding taxes unless such Non-U.S.
Holder is an individual who is present in the United States for a period or
periods aggregating 183 days or more in the taxable year of such sale,
exchange, retirement or other disposition and either has a "tax home" (as
defined for United States federal income tax purposes) in the United States or
an office or other fixed place of business in the United States to which the
sale or disposition is attributable.
The Exchange Debentures will not be includible in the estate of a Non-U.S.
Holder provided the Non-U.S. Holder does not actually or constructively own 10%
or more of the total combined voting power of all classes of stock of Raytheon
entitled to vote.
Information Reporting and Backup Withholding. You may be subject to
information reporting and backup withholding at a rate of 31% on certain
amounts paid to you unless you provide proof of an applicable exemption,
including a general exemption for Non-U.S. Holders and for corporations, or
correct taxpayer identification number, and otherwise comply with applicable
requirements of the information reporting and backup withholding rules. Any
amount withheld under the backup withholding rules may be allowed as a refund
or a credit against your United States federal income tax liability, provided
that the required information is furnished to the Internal Revenue Service.
1997 Regulations. On October 6, 1997, the United States Department of the
Treasury issued new regulations relating to withholding, backup withholding and
information reporting, which apply to payments made after December 31, 1999,
subject to certain transition rules. Among other things, these regulations
unify certain forms and procedures for certification, and clarify certain
reliance standards. Prospective investors should consult their own tax advisors
regarding the effect of these regulations.
EXCHANGE OFFER
General
We hereby offer, upon the terms and subject to the conditions set forth in
this Prospectus and in the accompanying Letter of Transmittal, which together
constitute the Exchange Offer, to exchange up to $250,000,000 aggregate
principal amount of Exchange Debentures Due 2010 and $550,000,000 aggregate
principal amount of Exchange Debentures Due 2018 for the same aggregate
principal amounts of Initial Debentures Due 2010 and Initial Debentures Due
2018, respectively, properly tendered on or prior to the Expiration Date and
not withdrawn as permitted pursuant to the procedures described below. We are
making the Exchange Offer for all of the Initial Debentures Due 2010 and
Initial Debentures Due 2018; the total aggregate principal amount of Initial
Debentures Due 2010 and Exchange Debentures Due 2010 will not exceed
$250,000,000 and the total aggregate principal amount of Initial Debentures Due
2018 and Exchange Debentures Due 2018 will not exceed $550,000,000.
Purpose Of The Exchange Offer
Under the terms of the Registration Rights Agreement, dated December 9,
1998, among Raytheon and Credit Suisse First Boston Corporation and Morgan
Stanley & Co. Incorporated as representatives of the initial purchasers of the
Initial Debentures, we are required to file with the SEC and use our reasonable
best efforts to cause to become effective a registration statement with respect
to issues of Exchange Debentures identical in all material respects to the
Initial Debentures and, upon becoming effective, to offer the Holders of the
Debentures of each series the opportunity to exchange their Initial Debentures
for the Exchange Debentures of the identical series.
We will be entitled to close the Exchange Offer provided that we have
accepted all Initial Debentures that have been validly tendered in accordance
with the terms of the Exchange Offer. Initial Debentures not tendered in the
Exchange Offer shall bear interest at the same rates in effect at the time of
issuance of the Debentures.
Expiration Date; Extensions; Termination; Amendments
The Exchange Offer will expire at 5:00 p.m., New York City time, on
, 1999, unless we, in our sole discretion, extend the period of time
described below for which the Exchange Offer is open. The
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expiration date will be at least 20 days after the commencement of the Exchange
Offer, or longer if required by applicable law. We expressly reserve the right,
at any time or from time to time, to extend the period of time during which the
Exchange Offer is open, and as a result delay acceptance for exchange of any
Initial Debentures by giving oral notice, which shall be confirmed in writing,
or written notice to the Exchange Agent and by giving written notice of this
extension to the holders of the Initial Debentures or by timely public
announcement communicated, unless otherwise required by applicable law or
regulation, by making a release through the Dow Jones News Service, in each
case, no later than 9:00 a.m. New York City time, on the next business day
after the previously scheduled expiration date. Such announcement may state
that we are extending the Exchange Offer for a specified period of time. During
any such extension, all Initial Debentures previously tendered will remain
subject to the Exchange Offer.
In addition, we expressly reserve the right to terminate or amend the
Exchange Offer and not to accept for exchange any Initial Debentures not
previously accepted for exchange upon the occurrence of any of the events
specified below under "--Certain Conditions to the Exchange Offer". If any such
termination or amendment occurs, we will notify the Exchange Agent and will
either issue a press release or give oral or written notice to the holders of
the Initial Debentures as promptly as practicable.
Procedures for Tendering Initial Debentures
Your tender to us of Initial Debentures as set forth below and the
acceptance by us of such tender will constitute a binding agreement between you
and us upon the terms and subject to the conditions set forth in this
Prospectus and in the accompanying Letter of Transmittal.
You may tender Initial Debentures by (1) properly completing and signing the
Letter of Transmittal or a facsimile copy of the Letter of Transmittal and
delivering it, together with the certificate or certificates representing the
Initial Debentures being tendered, if any, and any required signature
guarantees, to the Exchange Agent at its address set forth below on or prior to
5:00 p.m., New York City time, on the expiration date, or complying with the
procedure for book-entry transfer described below, or (2) complying with the
guaranteed delivery procedures described below.
The method of delivery of Initial Debentures, Letters of Transmittal and all
other required documents is at your election and risk and the delivery will be
deemed made only when actually received by the Exchange Agent. If such delivery
is by mail, we recommend that registered mail properly insured, with return
receipt requested, or an overnight or hand delivery service, be used. In all
cases, sufficient time should be allowed to insure timely delivery. No Initial
Debentures or Letters of Transmittal should be sent to us.
Signatures on a Letter of Transmittal or a notice of withdrawal, as the case
may be, must be guaranteed unless the Initial Debentures surrendered for
exchange pursuant thereto are tendered (1) by a registered holder of the
Initial Debentures who has not completed the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" on the Letter of Transmittal,
or (2) for the account of an Eligible Institution as defined herein. In the
event that signatures on a Letter of Transmittal or a notice of withdrawal, as
the case may be, are required to be guaranteed, such guarantee must be by a
participant in a recognized signature guaranty medallion program (each an
"Eligible Institution"). If Initial Debentures are registered in the name of a
person other than a signer of the Letter of Transmittal, the Initial Debentures
surrendered for exchange must be endorsed by, or be accompanied by a written
instrument or instruments of transfer or exchange, in satisfactory form as
determined by us in our sole discretion, duly executed by the registered holder
with the signature thereon guaranteed by an Eligible Institution.
The Exchange Agent will make a request promptly after the date of this
Prospectus to establish accounts with respect to the Initial Debentures at the
book-entry transfer facility, The Depository Trust Company, for the purpose of
facilitating the Exchange Offer, and subject to the establishment thereof, any
financial institution
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that is a participant in the book-entry transfer facility's system may make
book-entry delivery of Initial Debentures by causing such book-entry transfer
facility to transfer such Initial Debentures into the Exchange Agent's account
with respect to the Initial Debentures in accordance with the book-entry
transfer facility's procedures for such transfer. Although delivery of Initial
Debentures may be effected through book-entry transfer in the Exchange Agent's
account at the book-entry transfer facility, an appropriate Letter of
Transmittal with any required signature guarantee and other required documents
must in each case be transmitted to and received or confirmed by the Exchange
Agent at its address set forth below on or prior to the Expiration Date, or, if
the guaranteed delivery procedures described below are complied with, within
the time period provided under such procedures.
If you desire to accept the Exchange Offer and time will not permit a Letter
of Transmittal or Initial Debentures to reach the Exchange Agent on or prior to
the Expiration Date or the procedure for book-entry transfer cannot be
completed on a timely basis, you may effect an exchange if the Exchange Agent
has received at its address or facsimile number set forth below on or prior to
the Expiration Date a letter, telegram or facsimile from an Eligible
Institution setting forth your name and address, the name in which the Initial
Debentures are registered and, if possible, the certificate number or numbers
of the certificate or certificates representing the Initial Debentures to be
tendered, and stating that the tender is being made thereby and guaranteeing
that within three business days after the Expiration Date the Initial
Debentures in proper form for transfer, or a confirmation of book-entry
transfer of such Initial Debentures into the Exchange Agent's account at the
book-entry transfer facility, will be delivered by such Eligible Institution
together with a properly completed and duly executed Letter of Transmittal and
any other required documents. Unless Initial Debentures being tendered by the
above-described method are deposited with the Exchange Agent within the time
period set forth above, accompanied or preceded by a properly completed Letter
of Transmittal and any other required documents, we may, at our option, reject
the tender. You may obtain copies of a Notice of Guaranteed Delivery which may
be used by an Eligible Institution for the purposes described in this paragraph
from the Exchange Agent.
Your tender will be deemed to have been received as of the date when (1)
your properly completed and duly signed Letter of Transmittal accompanied by
the Initial Debentures, or a confirmation of book-entry transfer of such
Initial Debentures into the Exchange Agent's account at the book-entry transfer
facility, is received by the Exchange Agent, or (2) a Notice of Guaranteed
Delivery or letter, telegram or facsimile to similar effect (as provided above)
from an Eligible Institution is received by the Exchange Agent. Issuances of
Exchange Debentures in exchange for Initial Debentures tendered pursuant to a
Notice of Guaranteed Delivery or letter, telegram or facsimile to similar
effect by an Eligible Institution will be made only against deposit of the
Letter of Transmittal and any other required documents and the tendered Initial
Debentures.
All questions as to the validity, form, eligibility, time of receipt and
acceptance of Initial Debentures tendered for exchange will be determined by us
in our sole discretion, which determination will be final and binding on all
parties. We reserve the right to reject any and all tenders of any particular
Initial Debentures not properly tendered or reject any particular shares of
Initial Debentures the acceptance of which might, in our judgment, be unlawful.
We also reserve the absolute right to waive any defects or irregularities or
condition of the Exchange Offer as to any particular Initial Debentures either
before or after the Expiration Date, including the right to waive the
ineligibility of any holder who seeks to tender Initial Debentures in the
Exchange Offer. The interpretation of the terms and conditions of the Exchange
Offer, including the Letter of Transmittal and the instructions thereto, by us
shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Initial Debentures for exchange
must be cured within such time as we shall determine. Neither us nor any other
person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Initial Debentures for exchange, nor
shall any of them incur any liability for failure to give such notification.
If the Letter of Transmittal or any Initial Debentures or powers of attorney
are signed by trustees, executors, administrators, guardians, attorneys-in-
fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
unless waived by us, proper evidence satisfactory to us of their authority to
so act must be submitted.
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If you are not a broker-dealer or are a broker-dealer but are not receiving
Exchange Debentures for your own account, by tendering you will represent to us
that, among other things, the Exchange Debentures acquired pursuant to the
Exchange Offer are being obtained in the ordinary course of your business, that
you are not engaged in, and do not intend to engage in, and have no arrangement
or understanding with any person to participate in the distribution of such
Exchange Debentures and you are not an "affiliate" of Raytheon as defined in
Rule 405 under the Securities Act of 1933 or, if you are an affiliate, you will
comply with the registration and prospectus delivery requirements of the
Securities Act of 1933, to the extent applicable. Each broker-dealer that is
receiving Exchange Debentures for its own account in exchange for Initial
Debentures that were acquired as a result of market-making or other trading
activities will represent to us that it will deliver a prospectus in connection
with any resale of such Initial Debentures.
In addition, we reserve the right in our sole discretion to (1) purchase or
make offers for any Initial Debentures that remain outstanding subsequent to
the expiration date, or, as set forth under "--Certain Conditions to the
Exchange Offer", to terminate the Exchange Offer and (2) to the extent
permitted by applicable law, purchase Initial Debentures in the open market, in
privately negotiated transactions or otherwise. The terms of any such purchases
or offers may differ from the terms of the Exchange Offer.
Withdrawal Rights
You may withdraw tenders of Initial Debentures at any time prior to 5:00
p.m., New York City time, on the business day prior to the expiration date. For
a withdrawal to be effective, a written notice of withdrawal sent by letter,
telegram or facsimile must be received by the Exchange Agent at any time prior
to 5:00 p.m., New York City time, on the business day prior to the expiration
date at its address or facsimile number set forth below. Any such notice of
withdrawal must (i) specify the name of the person having tendered the Initial
Debentures to be withdrawn (the "Depositor"), the name in which the Initial
Debentures are registered or, if tendered by book-entry transfer, the name of
the participant listing as the owner of such Initial Debentures, if different
from that of the Depositor, (ii) identify the Initial Debentures to be
withdrawn, including the certificate number of numbers of the certificate or
certificates representing such Initial Debentures and the aggregate principal
amount of such Initial Debentures, (iii) be signed by the holder in the same
manner as the original signature on the Letter of Transmittal by which such
Initial Debentures were tendered, including any required signature guarantees,
or be accompanied by documents of transfer sufficient to permit the Transfer
Agent with respect to the Initial Debentures to register the transfer of such
Initial Debentures into the name of the person withdrawing the tender and (iv)
specify the name in which any such Initial Debentures are to be registered, if
different from that of the Depositor. All questions as to the validity, form
and eligibility, including time of receipt, of such withdrawal notices will be
determined by us in our sole discretion, which determination will be final and
binding on all parties. Any Initial Debentures so withdrawn will be deemed not
to have been validly tendered for purposes of the Exchange Offer and no
Exchange Debentures will be issued with respect thereto unless the Initial
Debentures so withdrawn are validly retendered. Any Initial Debentures which
have been tendered but which are withdrawn will be returned to the holder
thereof without cost to such holder as soon as practicable after such
withdrawal. Properly withdrawn Initial Debentures may be retendered by
following one of the procedures described above under "--Procedures for
Tendering Initial Debentures" at any time prior to the Expiration Date.
Acceptance of Initial Debentures for Exchange; Delivery of Exchange Debentures
Upon satisfaction or waiver of all of the conditions to the Exchange Offer,
we will accept, promptly after the Expiration Date, all Initial Debentures
properly tendered and will issue the Exchange Debentures promptly after
acceptance of the Exchange Offer. See "--Certain Conditions to the Exchange
Offer" below. For purposes of the Exchange Offer, we will be deemed to have
accepted properly tendered Initial Debentures for exchange when we have given
oral or written notice thereof to the Exchange Agent.
In all cases, issuance of the Exchange Debentures in exchange for Initial
Debentures pursuant to the Exchange Offer will be made only after timely
receipt by us of such Initial Debentures, a properly completed
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and duly executed Letter of Transmittal and all other required documents. If
any tendered Initial Debentures are not accepted for exchange for any reason
set forth in the terms and conditions of the Exchange Offer, such unaccepted
Initial Debentures will be returned without expense to the tendering holder
thereof as promptly as practicable after the rejection of such tender or the
expiration or termination of the Exchange Offer.
Untendered Initial Debentures
Holders of Initial Debentures whose Initial Debentures are not tendered or
are tendered but not accepted in the Exchange Offer will continue to hold such
Initial Debentures and will be entitled to all the rights and preferences and
subject to the limitations applicable thereto. Following consummation of the
Exchange Offer, the holders of Initial Debentures will continue to be subject
to the existing restrictions upon transfer thereof and, except as provided in
this Prospectus, we will have no further obligation to such holders to provide
for the registration under the Securities Act of 1933 of the Initial Debentures
held by them. To the extent that Initial Debentures are tendered and accepted
in the Exchange Offer, the trading market for untendered and tendered but
unaccepted Initial Debentures could be adversely affected.
Certain Conditions to the Exchange Offer
Notwithstanding any other term of the Exchange Offer, we will not be
required to accept for exchange, or issue Exchange Debentures in exchange for,
any Initial Debentures, and may terminate or amend the Exchange Offer, if at
any time before the acceptance of such Initial Debentures for exchange, any of
the following events shall occur:
(1) an injunction, order or decree shall have been issued by any court
or governmental agency that would prohibit, prevent or otherwise materially
impair our ability to proceed with the Exchange Offer; or
(2) there shall occur a change in the current interpretation of the
staff of the Commission which current interpretation permits the Exchange
Debentures issued pursuant to the Exchange Offer in exchange for the
Initial Debentures to be offered for resale, resold and otherwise
transferred by holders thereof, other than (1) a broker-dealer who
purchases such Exchange Debentures directly from Raytheon to resell
pursuant to Rule 144A, Regulation S or any other available exemption under
the Securities Act of 1933 or (2) a person that is an affiliate of Raytheon
within the meaning of Rule 405 under the Securities Act of 1933, without
compliance with the registration and prospectus delivery provisions of the
Securities Act of 1933 provided that such Exchange Debentures are acquired
in the ordinary course of such holders' business and such holders have no
arrangement with any person to participate in the distribution of Exchange
Debentures.
The foregoing conditions are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to any such condition or may be
waived by us in whole or in part at any time and from time to time in our sole
discretion. The failure by us at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right and each such right shall
be deemed an ongoing right which may be asserted by us at any time and from
time to time.
If we determine that we may terminate the Exchange Offer, as set forth
above, we may (1) refuse to accept any Initial Debentures and return any
Initial Debentures that have been tendered to their holders, (2) extend the
Exchange Offer and retain all Initial Debentures tendered prior to the
expiration date, subject to the rights of such holders of tendered shares of
Initial Debentures to withdraw their tendered Initial Debentures, or (3) waive
such termination event with respect to the Exchange Offer and accept all
properly tendered Initial Debentures that have not been withdrawn. If such
waiver constitutes a material change in the Exchange Offer, we will disclose
such change by means of a supplement to this Prospectus that will be
distributed to each registered holder of Initial Debentures, and we will extend
the Exchange Offer for a period of five to ten business days, depending upon
the significance of the waiver and the manner of disclosure to the registered
holders of the Initial Debentures, if the Exchange Offer would otherwise expire
during such period.
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In addition, we will not accept for exchange any Initial Debentures
tendered, and no Exchange Debentures will be issued in exchange for any such
Initial Debentures, if at any time any stop order shall be threatened by the
SEC or in effect with respect to the Registration Statement.
The Exchange Offer is not conditioned on any minimum principal amount of
Initial Debentures being tendered for exchange.
Exchange Agent
The Bank of New York has been appointed as Exchange Agent for the Exchange
Offer. Questions regarding Exchange Offer procedures should be directed to the
Exchange Agent addressed as follows:
By Mail: By Hand or Overnight Delivery:
The Bank of New York The Bank of New York
Corporate Trust Division Corporate Trust Division
101 Barclay Street, 21 W 101 Barclay Street, 21 W
New York, New York 10286 New York, New York 10286
Attention: Diane Amoroso Attention: Diane Amoroso
Reorganization Unit Reorganization Unit
By Facsimile: (212) 815-6339
Confirm by Telephone: (212) 815-5076
The Bank of New York is also the Transfer Agent for the Initial Debentures
and Exchange Debentures.
Solicitation of Tenders; Fees and Expenses
We have not retained any dealer-manager in connection with the Exchange
Offer and will not make any payments to brokers, dealers or other persons
soliciting acceptance of the Exchange Offer. We will, however, pay the
Exchange Agent reasonable and customary fees for its services and will
reimburse the Exchange Agent for its reasonable out-of-pocket expenses in
connection therewith. The cash expenses to be incurred by us in connection
with the Exchange Offer will be paid by us.
No person has been authorized to give any information or to make any
representation in connection with the Exchange Offer other than those
contained in this Prospectus. If given or made, such information or
representations should not be relied upon as having been authorized by us.
Neither the delivery of this Prospectus nor any exchange made hereunder shall,
under any circumstances, create any implication that there has been no change
in our affairs since the respective dates as of which information is given
herein. The Exchange Offer is not being made to, nor will tenders be accepted
from or on behalf of, holders of Initial Debentures in any jurisdiction in
which the making of the Exchange Offer or the acceptance of Initial Debentures
would not be in compliance with the laws of such jurisdiction.
Transfer Taxes
We will pay all transfer taxes, if any, applicable to the exchange of
Initial Debentures pursuant to the Exchange Offer. If, however, certificates
representing Exchange Debentures or Initial Debentures not tendered or
accepted for exchange are to be delivered to, or are to be registered or
issued in the name of, any person other than the registered holder of the
Initial Debentures tendered, or if tendered Initial Debentures are registered
in the name of any person other than the person signing the Letter of
Transmittal, or if a transfer tax is imposed for any reason other than the
exchange of Exchange Debentures pursuant to the Exchange Offer, then the
amount of any such transfer taxes, whether imposed on the registered holder or
any other persons, will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted with
the Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering holders.
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Accounting Treatment
No gain or loss for accounting purposes will be recognized by us upon the
consummation of the Exchange Offer. Expenses incurred in connection with the
issuance of the Exchange Debentures will be amortized by us over the term of
the Exchange Debentures under generally accepted accounting principles.
PLAN OF DISTRIBUTION
Based on no-action letters issued by the staff of the SEC to third parties,
we believe that the Exchange Debentures issued pursuant to the Exchange Offer
in exchange for Initial Debentures may be offered for resale, resold and
otherwise transferred by holders thereof other than (1) a broker-dealer who
purchases such Exchange Debentures directly from us to resell pursuant to Rule
144A or any other available exemption under the Securities Act of 1933 or (2) a
person that is an affiliate of ours within the meaning of Rule 405 under the
Securities Act of 1933, without compliance with the registration and prospectus
delivery requirements of the Securities Act of 1933 provided that Exchange
Debentures are acquired in the ordinary course of such holders' business and
such holders have no arrangement with any person to participate in the
distribution of such Exchange Debentures. Any holder of Initial Debentures who
tenders in the Exchange Offer for the purpose of participating in a
distribution of the Exchange Debentures could not rely on such interpretation
by the staff of the SEC and must comply with the registration and prospectus
delivery requirements of the Securities Act of 1933 in connection with any
resale transaction. Thus, any Exchange Debentures acquired by such holders will
not be freely transferable except in compliance with the Securities Act of
1933.
Each broker-dealer that receives Exchange Debentures for its own account in
exchange for Initial Debentures acquired as a result of market-making or other
trading activities must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Debentures. For a period of 90 days
after the Expiration Date, this Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of such Exchange Debentures. During such 90-day period, we will
use our reasonable best efforts to make this Prospectus available to any
broker-dealer for use in connection with such resale, provided that such
broker-dealer indicates in the Letter of Transmittal that it is a broker-
dealer.
We will not receive any proceeds from any sale of Exchange Debentures by
broker-dealers. Exchange Debentures received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Debentures or a combination of
such methods of resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or negotiated prices. Any such
resale may be made directly to purchasers or to or through broker-dealers who
may receive compensation in the form of commissions or concessions from any
such broker-dealer and/or the purchasers of any such Exchange Debentures. Any
broker-dealer that resells Exchange Debentures that were received by it for its
own account pursuant to the Exchange Offer and any person that participates in
the distribution of such Exchange Debentures may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933 and any profit
on any such resale of Exchange Debentures and any commissions or concessions
received by any such broker-dealers may be deemed to be underwriting
compensation under the Securities Act of 1933. The Letter of Transmittal states
that a broker-dealer, by acknowledging that it will deliver and by delivering a
prospectus, will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act of 1933.
We will indemnify the holders of the Exchange Debentures (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act of 1933.
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VALIDITY OF DEBENTURES
The validity of the Exchange Debentures will be passed upon for Raytheon by
Thomas D. Hyde, Esq., the Senior Vice President and Secretary of Raytheon
Company.
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 this Registration Statement,
have been incorporated into this 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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Delaware General Corporation Law
Under Section 145 of the Delaware General Corporation Law (the "DGCL"),
Raytheon 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
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.
II-1
<PAGE>
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 shall be personally liable to Raytheon 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 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 or is or was serving at the
request of Raytheon 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 wile 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 and shall inure to the benefit of such person's heirs,
executors and administrators. Raytheon 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 except under limited
circumstances.
The Restated Certificate of Incorporation also provides that Raytheon 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, 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
II-2
<PAGE>
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) 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 shall have the
burden of providing such defense. Neither the failure of Raytheon 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 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, 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 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 may
maintain insurance to protect itself and any director, officer, employee or
agent of Raytheon or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or not
Raytheon would have the power to indemnify such person against such expense,
liability or loss under DGCL.
Item 21. Exhibits
<TABLE>
<C> <S>
*4.1 Restated Certificate of Incorporation of Raytheon, restated as of
February 11, 1998 (filed as Exhibit 3.1 to the Annual Report on Form 10-K
of Raytheon for its fiscal year ended December 31, 1997, and incorporated
herein by reference)
*4.2 Amended and Restated By-Laws of Raytheon, as amended through January 28,
1998, (filed as Exhibit 3.2 to the Annual Report on Form 10-K of
Raytheon, for its fiscal year ended December 31, 1997, and incorporated
herein by reference)
*4.3 Indenture dated as of July 3, 1995 (the "Indenture") between Raytheon
Company and The Bank of New York, Trustee (filed as an exhibit to the
Registration Statement on Form S-3 of Raytheon, File No. 33-59241, and
incorporated herein by reference)
4.4 Supplemental Indenture, dated as of December 14, 1998, to the Indenture
with respect to the Debentures Due 2010 and the Debentures Due 2018.
4.5 Form of 6% Exchange Debentures Due 2010 (See Exhibit 4.4)
4.6 Form of 6.40% Exchange Debentures Due 2018 (See Exhibit 4.4)
5.1 Opinion of Thomas D. Hyde, Esq., Senior Vice President and Secretary of
the Company
12.1 Statement re: computation of ratios
23.1 Consent of Thomas D. Hyde, Esq. (included in Exhibit 5.1)
23.2 Consent of Independent Accountants
24 Power of Attorney (Filed herewith--see page II-5)
25.1 Form T-1 Statement of Eligibility of the Trustee with respect to the 6%
Exchange Debentures Due 2010
25.2 Form T-1 Statement of Eligibility of the Trustee with respect to the
6.40% Exchange Debentures Due 2018
99.1 Form of Letter of Transmittal
99.2 Form of Guaranty of Delivery
99.3 Form of Exchange Agent Agreement
</TABLE>
- --------
* Incorporated herein by reference.
II-3
<PAGE>
Item 22. 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.
(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.
(D) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Raytheon
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-4 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tucson, State of Arizona, on the
28th day of April, 1999.
Raytheon Company
By: /s/ Thomas D. Hyde
------------------------------------
Thomas D. Hyde
Senior Vice President and Secretary
for the Registrant
We, the undersigned officers and Directors of Raytheon Company, hereby
severally constitute and appoint Franklyn A. Caine, Richard A. Goglia and
Thomas D. Hyde and each of them singly, our true and lawful attorney with full
power to them, and each of them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-4 filed herewith and any and all pre-effective and post-effective
amendments to said Registration Statement, and generally to do all such things
in our names and on our behalf in our capacities as Officers and Directors to
enable Raytheon Company to comply with the provisions of the Securities Act of
1933, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signature as then may be signed by our said
attorneys or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 28, 1999 by the
following persons in the capacities indicated.
<TABLE>
<S> <C>
Signature Capacity
/s/ Daniel P. Burnham President and Chief
------------------------------------ Executive Officer
Daniel P. Burnham and Director
(Principal
Executive Officer)
/s/ Dennis J. Picard Chairman of the
------------------------------------ Board of Directors
Dennis J. Picard and Director
/s/ Franklyn A. Caine Senior Vice
------------------------------------ President and Chief
Franklyn A. Caine Financial Officer
(Principal
Financial Officer)
/s/ Michele C. Heid Vice President--
------------------------------------ Corporate
Michele C. Heid Controller
(Principal
Accounting Officer)
/s/ Ferdinand Colloredo-Mansfeld Director
------------------------------------
Ferdinand Colloredo-Mansfeld
/s/ John M. Deutch Director
------------------------------------
John M. Deutch
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C>
Signature Capacity
/s/ Thomas E. Everhart Director
-------------------------------------
Thomas E. Everhart
/s/ John R. Galvin Director
-------------------------------------
John R. Galvin
/s/ Barbara B. Hauptfuhrer Director
-------------------------------------
Barbara B. Hauptfuhrer
/s/ Richard D. Hill Director
-------------------------------------
Richard D. Hill
/s/ James N. Land, Jr. Director
-------------------------------------
James N. Land, Jr.
/s/ Henrique de Campos Meirelles Director
-------------------------------------
Henrique De Campos Meirelles
/s/ Thomas L. Phillips Director
-------------------------------------
Thomas L. Phillips
/s/ Warren B. Rudman Director
-------------------------------------
Warren B. Rudman
</TABLE>
II-6
<PAGE>
EXHIBIT 4.4
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated
as of December 14, 1998, between RAYTHEON COMPANY, a Delaware
corporation (the "Company"), and THE BANK OF NEW YORK, a New York
banking corporation, as trustee (the "Trustee").
WHEREAS the Company has executed and delivered to the Trustee an
Indenture (the "Original Indenture") dated as of July 3, 1995, providing for the
issuance and sale by the Company from time to time of its senior debt securities
(the "Securities"), which term shall include any Securities issued under the
Indenture (as defined below) after the date hereof;
WHEREAS Section 901(7) of the Indenture permits the Company, when
authorized by a resolution of the Board of Directors of the Company, and the
Trustee, at any time and from time to time, to enter into one or more indentures
supplemental to the Indenture, in form satisfactory to the Trustee, for the
purpose of establishing any form of Security, as provided in Article Two of the
Indenture, providing for the issuance of any series of Securities as provided in
Article Three of the Indenture and/or adding to the rights of the Holders of the
Securities of any series;
WHEREAS the Company proposes in and by this Supplemental Indenture to
supplement and amend the Indenture in certain respects to establish two series
of Securities issued pursuant to the Indenture designated as the "6% Debentures
Due 2010" limited in aggregate principal amount to $250,000,000 and "6.40%
Debentures Due 2018" limited in aggregate principal amount to $550,000,000; and
WHEREAS the Company has requested that the Trustee execute and deliver
this Supplemental Indenture and have certified that all requirements necessary
to make this Supplemental Indenture a valid instrument in accordance with its
terms have been satisfied, and that the execution and delivery of this
Supplemental Indenture has been duly authorized in all respects.
NOW THEREFORE, the Company and the Trustee hereby agree that the
following sections of this Supplemental Indenture supplement and amend the
Indenture with respect to the Debentures (as defined below):
<PAGE>
2
SECTION 1. Definitions. (a) Capitalized terms used herein and not
------------
defined herein have the meanings ascribed to such terms in the Indenture.
(b) Section 101 of Article One of the Indenture is hereby
supplemented, solely with respect to the Debentures, to add the following
definitions:
"Agent Members" has the meaning provided in Section 206.
"Debentures" means two series of Securities, Debentures Due 2010 and
Debentures Due 2018. Each series of Debentures shall include the Initial
Debentures and the Exchange Debentures of such series, which together shall
constitute one series of Securities for the purposes of this Indenture.
"Debentures Closing Date" means December 14, 1998.
"Debentures Due 2010" means a series of Securities issued pursuant to
this Indenture designated 6% Debentures Due 2010, limited in aggregate principal
amount to $250,000,000.
"Debentures Due 2018" means a series of Securities issued pursuant to
this Indenture designated 6.40% Debentures Due 2018, limited in aggregate
principal amount to $550,000,000.
"Exchange Debentures" means Debentures Due 2010 and Debentures Due
2018 issued pursuant to Section 2(a) of the Registration Rights Agreement and
this Indenture in connection with an Exchange Offer (as defined in the
Registration Rights Agreement).
"Global Debentures" has the meaning provided in Section 202.
"Indenture" means the Indenture dated as of July 3, 1995, between the
Company and the Trustee, as supplemented and amended by the Supplemental
Indenture dated as of December 14, 1998, between the Company and the Trustee.
<PAGE>
3
"Initial Debentures" means Debentures Due 2010 and Debentures Due 2018
issued pursuant to this Indenture on the Debentures Closing Date.
"Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.
"Non-U.S. Person" means a Person who is not a "U.S. person" (as
defined in Regulation S).
"Offshore Global Debentures" has the meaning provided in Section 202.
"Offshore Physical Debentures" has the meaning provided in Section
202.
"Physical Debentures" has the meaning provided in Section 202.
"Private Placement Legend" means the legend initially set forth on the
Debentures in the form set forth in Section 204(a).
"QIB" means a "qualified institutional buyer" as defined in Rule 144A.
"Registration Rights Agreement" means the Registration Rights
Agreement, dated December 9, 1998, between the Company and Credit Suisse First
Boston Corporation and Morgan Stanley & Co. Incorporated, as representatives for
the Initial Purchasers (as defined in the Registration Rights Agreement).
"Registration Statement" means the Registration Statement as defined
and described in the Registration Rights Agreement.
"Regulation S" means Regulation S under the Securities Act.
<PAGE>
4
"Rule 144A" means rule 144A under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended.
"Shelf Registration Statement" has the meaning provided in the
Registration Rights Agreement.
"U.S. Global Debentures" has the meaning provided in Section 202.
"U.S. Physical Debentures" has the meaning provided in Section 202.
SECTION 2. Creation of Debentures. Pursuant to Section 301 of the
----------------------
Indenture, there are hereby created two new series of Securities designated as
the "6% Debentures Due 2010" limited in aggregate principal amount to
$250,000,000 and "6.4% Debentures Due 2018" limited in aggregate principal
amount to $550,000,000. Each series of Debentures shall include the Initial
Debentures and the Exchange Debentures of such series, which together shall
constitute one series of Securities for purposes of the Indenture. The interest
rate on the Debentures could increase by .25% per annum under certain
circumstances, as provided for in the Registration Rights Agreement.
SECTION 3. Amendments to Article Two. (a) Sections 202 and 203 of
--------------------------
Article Two of the Indenture are hereby amended, solely with respect to the
Debentures, by replacing them in their entirety with the following:
"Section 202. Form of Debentures. The Debentures and the Trustee's
-------------------
certificate of authentication shall be substantially in the form annexed hereto
as Exhibit A, which is hereby incorporated in and expressly made a part of this
Indenture. The Exchange Debentures and the Trustee's certificate of
authentication shall be substantially in the form annexed hereto as Annex B,
which is hereby incorporated in and expressly made a part of this Indenture.
The terms and provisions contained in the forms of the Debentures annexed hereto
as Exhibit A and Exhibit B shall constitute, and are hereby expressly made, a
part of this Indenture. To the extent applicable, the Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.
<PAGE>
5
Each series of Debentures offered and sold in reliance on Rule 144A
shall be issued initially in the form of one or more permanent global Debentures
in registered form, substantially in the form set forth in Exhibit A (the "U.S.
----
Global Debentures"), deposited with the Trustee, as custodian for the
- -----------------
Depository, duly executed by the Company and authenticated by the Trustee as
herein provided. The aggregate principal amount of each series of the U.S.
Global Debentures may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as custodian for the Depository or its
nominee, as hereinafter provided.
Each series of Debentures offered and sold in offshore transactions in
reliance on Regulation S shall be issued initially in the form of one or more
permanent global Debentures in registered form substantially in the form set
forth in Exhibit A (the "Offshore Global Debentures") deposited with the
--------------------------
Trustee, as custodian of the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of each series of the Offshore Global Debentures may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository or its nominee, as hereinafter provided.
Debentures offered and sold in reliance on Regulation D under the
Securities Act shall be issued in the form of permanent certificated Debentures
in registered form in substantially the form set forth in Exhibit A (the "U.S.
----
Physical Debentures"). Debentures issued pursuant to Section 206 in exchange
- -------------------
for interests in the Offshore Global Debentures shall be in the form of
permanent certificated Debentures in registered form substantially in the form
set forth in Exhibit A (the "Offshore Physical Debentures").
----------------------------
The Offshore Physical Debentures and the U.S. Physical Debentures are
sometimes collectively referred to herein as the "Physical Debentures." The
-------------------
U.S. Global Debentures and the Offshore Global Debentures are sometimes
collectively referred to herein as the "Global Debentures."
-----------------
<PAGE>
6
"Section 203. [Not Applicable]"
(b) Section 204 of Article Two of the Indenture is hereby amended,
solely with respect to the Debentures, by replacing it in entirety with the
following:
"Section 204. Restrictive Legends. (a) Unless and until an Initial
--------------------
Debenture is exchanged for an Exchange Debenture in connection with an effective
Registration Statement, or during a period other than the period of the
effectiveness of the Shelf Registration Statement with respect to the Initial
Debentures, pursuant to the Registration Rights Agreement (i) each U.S. Global
Debenture and each U.S. Physical Debenture shall bear the legend set forth below
on the face thereof and (ii) each Offshore Physical Debenture and each Offshore
Global Debenture shall bear the legend set forth below on the face thereof until
at least the 41st day after the Debentures Closing Date and receipt by the
Company and the Trustee of a certificate substantially in the form of Exhibit C
hereto.
THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C)
IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS DEBENTURE IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2)
AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES OF THE DEBENTURE EVIDENCED HEREBY UNDER RULE 144(k)
UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE
TRANSFER THIS DEBENTURE EXCEPT (A) TO RAYTHEON COMPANY OR ANY SUBSIDIARY
THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
144A UNDER THE
<PAGE>
7
SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THIS DEBENTURE (THE FORM OF WHICH LETTER CAN BE
OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN
AGGREGATE PRINCIPAL AMOUNT OF DEBENTURES AT THE TIME OF TRANSFER OF LESS
THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE), (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR (F) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS DEBENTURE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS DEBENTURE PRIOR TO EXPIRATION OF THE
HOLDING PERIOD APPLICABLE TO SALES OF THE DEBENTURE EVIDENCED HEREBY UNDER
RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE
HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF
RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS DEBENTURE TO THE
BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE). IF
THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR IS A
PURCHASER WHO IS NOT A U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH
TRANSFER, FURNISH TO THE BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR
TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS
LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE DEBENTURE
EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) ABOVE OR ANY TRANSFER OF THE
DEBENTURE EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR
ANY SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
"UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.
<PAGE>
8
(b) Each Global Debenture, whether or not an Exchange Debenture, shall
also bear the following legend on the face thereof:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL DEBENTURE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL DEBENTURE
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN SECTION 207 OF THE INDENTURE.
(c) Article Two of the Indenture is hereby supplemented and amended,
solely with respect to the Debentures, by adding thereto at the end thereof the
following new Sections 206 and 207:
"Section 206. Book-Entry Provisions for Global Debentures. (a) The
--------------------------------------------
U.S. Global Debentures and Offshore Global Debentures initially shall (i) be
registered in the name of the Depository for such Global Debentures or the
nominee of such Depository, (ii) be delivered to the Trustee as custodian for
such Depository and (iii) bear legends as set forth in Section 204.
Members of, or participants in, the Depository (the "Agent Members")
-------------
shall have no rights under this Indenture with respect to any Global Debenture
held on
<PAGE>
9
their behalf by the Depository, or the Trustee as its custodian, or under the
Global Debenture and the Depository may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of such Global
Debenture for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee, from giving effect to any written certification, proxy or other
authorization furnished by the Depository or impair, as between the Depository
and its Agent Members, the operation of customary practices governing the
exercise of the rights of a Holder of any Debenture.
(b) Transfers of a Global Debenture shall be limited to transfers of
such Global Debenture in whole, but not in part, to the Depository, its
successor or their respective nominees. Interests of beneficial owners in a
Global Debenture may be transferred in accordance with the rules and procedures
of the Depository and the provisions of Section 207. In addition, U.S. Physical
Debentures and Offshore Physical Debentures shall be transferred to all
beneficial owners in exchange for their beneficial interests in the U.S. Global
Debentures or the Offshore Global Debentures, respectively, if (i) the
Depository notifies the Company that it is unwilling or unable to continue as
Depository for the U.S. Global Debentures or the Offshore Global Debentures, as
the case may be, and a successor depository is not appointed by the Company
within 90 days of such notice or (ii) an Event of Default has occurred and is
continuing and the Security Registrar has received a request to the foregoing
effect from the Depository.
(c) Any beneficial interest in one of the Global Debentures that is
transferred to a Person who takes delivery in the form of an interest in the
other Global Debenture will, upon transfer, cease to be an interest in such
Global Debenture and become an interest in the other Global Debenture and,
accordingly, will thereafter be subject to all transfer restrictions, if any,
and other procedures applicable to beneficial interests in such other Global
Debenture for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial
interests in a U.S. Global Debenture or
<PAGE>
10
Offshore Global Debenture to beneficial owners pursuant to paragraph (b) of this
Section, the Security Registrar shall reflect on its books and records the date
and a decrease in the principal amount of the U.S. Global Debentures or Offshore
Global Debentures, as the case may be, in an amount equal to the principal
amount of the beneficial interest in such Global Debentures to be transferred,
and the Company shall execute, and the Trustee shall authenticate and deliver,
one or more U.S. Physical Debentures or Offshore Physical Debentures, as the
case may be, of like tenor and amount.
(e) In connection with the transfer of the entire U.S. Global
Debenture or Offshore Global Debenture to beneficial owners pursuant to
paragraph (b) of this Section, the U.S. Global Debenture or Offshore Global
Debenture, as the case may be, shall be deemed to be surrendered to the Trustee
for cancelation, and the Company shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depository
in exchange for its beneficial interest in the U.S. Global Debenture or Offshore
Global Debenture, as the case may be, an equal aggregate principal amount of
U.S. Physical Debentures or Offshore Physical Debentures, as the case may be, of
authorized denominations.
(f) Any U.S. Physical Debenture delivered in exchange for an interest
in the U.S. Global Debenture pursuant to paragraph (b), (d) or (e) of this
Section shall, except as otherwise provided by paragraph (e) of Section 207,
bear the legend regarding transfer restrictions applicable to the U.S. Physical
Debenture set forth in Section 204.
(g) Any Offshore Physical Debenture delivered in exchange for an
interest in the Offshore Global Debenture pursuant to paragraph (b), (d) or (e)
of this Section shall, except as otherwise provided by paragraph (e) of Section
207, bear the legend regarding transfer restrictions applicable to the Offshore
Physical Debenture set forth in Section 204.
(h) The registered holder of a Global Debenture may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Debentures.
<PAGE>
11
(i) Beneficial owners of interests in a U.S. Global Debenture may
receive U.S. Physical Debentures (which shall bear the Private Placement Legend
if required by Section 204) in accordance with the procedures of the Depository.
In connection with the execution, authentication and delivery of such U.S.
Physical Debentures, the Security Registrar shall reflect on its books and
records a decrease in the principal amount of the relevant U.S. Global Debenture
equal to the principal amount of such U.S. Physical Debentures and the Company
shall execute and the Trustee shall authenticate and deliver one or more U.S.
Physical Debentures having an equal aggregate principal amount."
"Section 207. Special Transfer Provisions. Unless and until an
----------------------------
Initial Debenture is transferred or exchanged under an effective Registration
Statement pursuant to the Registration Rights Agreement, the following
provisions shall apply:
(a) Transfers to Non-QIB Institutional Accredited Investors. The
-------------------------------------------------------
following provisions shall apply with respect to the registration of any
proposed transfer of an Initial Debenture to any Institutional Accredited
Investor which is not a QIB (excluding Non-U.S. Persons):
(i) The Security Registrar shall register the transfer of any Initial
Debenture, whether or not such Debenture bears the Private Placement
Legend, if (x) the requested transfer is after the time period referred to
in Rule 144(k) under the Securities Act as in effect with respect to such
transfer or (y) the proposed transferee has delivered to the Security
Registrar (A) a certificate substantially in the form of Exhibit D hereto
and (B) if the aggregate principal amount of the Debentures being
transferred is less than $100,000 at the time of such transfer, an opinion
of counsel acceptable to the Company that such transfer is in compliance
with the Securities Act.
(ii) If the proposed transferor is an Agent Member holding a
beneficial interest in the U.S. Global Debenture, upon receipt by the
Security
<PAGE>
12
Registrar of (x) the documents, if any, required by paragraph (i)
and (y) instructions given in accordance with the Depository's and the
Security Registrar's procedures, the Security Registrar shall reflect on
its books and records the date and a decrease in the principal amount of
the U.S. Global Debenture in an amount equal to the principal amount of the
beneficial interest in the U.S. Global Debenture to be transferred, and the
Company shall execute, and the Trustee shall authenticate and deliver, one
or more U.S. Physical Debentures of like tenor and amount.
(b) Transfers to QIBs. The following provisions shall apply with
-----------------
respect to the registration of any proposed transfer of a U.S. Physical
Debenture, an interest in a U.S. Global Debenture or an interest in an Offshore
Global Debenture prior to the removal of the Private Placement Legend to a QIB
(excluding Non-U.S. Persons):
(i) If the Debenture to be transferred consists of (x) either (A) an
interest in a Offshore Global Debenture prior to the removal of the Private
Placement Legend or (B) U.S. Physical Debentures, the Security Registrar
shall register the transfer if such transfer is being made by a proposed
transferor who has checked the box provided for on the form of Debenture
stating, or has otherwise advised the Company and the Security Registrar in
writing, that the sale has been made in compliance with the provisions of
Rule 144A to a transferee who has signed the certification provided for on
the form of Debenture stating, or has otherwise advised the Company and the
Security Registrar in writing, that it is purchasing the Debenture for its
own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a QIB within the
meaning of Rule 144A, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as it has requested pursuant to Rule 144A
or has determined not to request such information and that it is aware that
the transferor is relying upon its foregoing representations in order to
claim the exemption from registration provided by Rule 144A or (y) an
interest in the U.S. Global Debentures, the transfer of such interest may
be effected only through the book entry system maintained by the
Depository.
<PAGE>
13
(ii) If the proposed transferee is an Agent Member, and the Debenture
to be transferred consists of U.S. Physical Debentures, upon receipt by the
Security Registrar of the documents referred to in clause (i) and
instructions given in accordance with the Depository's and the Security
Registrar's procedures, the Security Registrar shall reflect on its books
and records the date and an increase in the principal amount of the U.S.
Global Debentures in an amount equal to the principal amount of the U.S.
Physical Debentures to be transferred, and the Trustee shall cancel the
U.S. Physical Debentures so transferred.
(c) Transfers of Interests in the Offshore Global Debentures or
-----------------------------------------------------------
Offshore Physical Debentures. The following provisions shall apply with respect
- ----------------------------
to any transfer of interests in the Offshore Global Debentures or Offshore
Physical Debentures:
(i) prior to the removal of the Private Placement Legend from an
Offshore Global Debenture or Offshore Physical Debenture pursuant to
Section 204, the Security Registrar shall refuse to register such transfer
unless such transfer complies with Section 207(b) or Section 207(d), as the
case may be; and
(ii) after such removal, the Security Registrar shall register the
transfer of any such Debenture without requiring any additional
certification.
(d) Transfers to Non-U.S. Persons at Any Time. The following
-----------------------------------------
provisions shall apply with respect to any transfer of a Debenture to a Non-U.S.
Person:
(i) The Security Registrar shall register any proposed transfer to
any Non-U.S. Person if the Debenture to be transferred is a U.S. Physical
Debenture or an interest in the U.S. Global Debenture only upon receipt of
a certificate substantially in the form of Exhibit E from the proposed
transferor.
<PAGE>
14
(ii) (a) If the proposed transferor is an Agent Member holding a
beneficial interest in a U.S. Global Debenture, upon receipt by the
Security Registrar of (x) the documents required by paragraph (i) and (y)
instructions in accordance with the Depository's and the Security
Registrar's procedures, the Security Registrar shall reflect on its books
and records the date and a decrease in the principal amount of such U.S.
Global Debenture in an amount equal to the principal amount of the
beneficial interest in the U.S. Global Debenture to be transferred, and (b)
if the proposed transferee is an Agent Member, upon receipt by the Security
Registrar of instructions given in accordance with the Depository's and the
Security Registrar's procedures, the Security Registrar shall reflect on
its books and records the date and an increase in the principal amount of
the Offshore Global Debenture in an amount equal to the principal amount of
the U.S. Physical Debentures or the U.S. Global Debentures, as the case may
be, to be transferred, and the Trustee shall cancel the Physical Debenture,
if any, so transferred or decrease the amount of the U.S. Global Debenture.
(e) Private Placement Legend. (i) Upon the registration of
------------------------
transfer, exchange or replacement of Debentures not bearing the Private
Placement Legend, the Security Registrar shall deliver Debentures that do not
bear the Private Placement Legend. Upon the registration of transfer, exchange
or replacement of Debentures bearing the Private Placement Legend, the Security
Registrar shall deliver only Debentures that bear the Private Placement Legend
unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or
(c)(ii) of this Section 207 exist or (ii) there is delivered to the Security
Registrar an Opinion of Counsel reasonably satisfactory to the Company and the
Trustee to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of the
Securities Act.
(ii) After a transfer of any Initial Debentures during the period of
the effectiveness of the Shelf Registration Statement with respect to such
Initial Debentures, all requirements pertaining to the Private
<PAGE>
15
Placement Legend on such Initial Debentures shall cease to apply and the
requirements that any such Initial Debentures be issued in global form
shall continue to apply.
(f) General. By its acceptance of any Debenture bearing the Private
-------
Placement Legend, each Holder of such a Debenture acknowledges the restrictions
on transfer of such Debenture set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Debenture only as
provided in this Indenture. The Security Registrar shall not register a
transfer of any Debenture unless such transfer complies with the restrictions on
transfer of such Debenture set forth in this Indenture. In connection with any
transfer of Debentures, each Holder agrees by its acceptance of the Debentures
to furnish the Security Registrar or the Company such certifications, legal
opinions or other information as either of them may reasonably require to
confirm that such transfer is being made pursuant to an exemption from, or a
transaction not subject to, the registration requirements of the Securities Act;
provided that the Security Registrar shall not be required to determine (but may
- --------
conclusively rely on a determination made by the Company with respect to) the
sufficiency of any such certifications, legal opinions or other information.
The Security Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 305 or this Section
207 in accordance with its customary procedures. The Company shall have the
right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Security Registrar."
SECTION 4. Amendment to Article Three. The third paragraph of
---------------------------
Section 305 of Article Three of the Indenture is hereby supplemented and
amended, solely with respect to the Debentures, to read in its entirety as
follows:
"Subject to Sections 206 and 207, at the option of the Holder, any
series of Debentures may be exchanged for other Securities of such series
of any authorized denominations, of a like aggregate
<PAGE>
16
principal amount and Stated Maturity and of like tenor and terms (including
an exchange of Debentures for Exchange Debentures), upon surrender of the
Debentures to be exchanged at such office or agency. Whenever any
Debentures are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Debentures which the
Securityholder making the exchange is entitled to receive; provided, that
--------
no exchanges of Debentures for Exchange Debentures shall occur until a
Registration Statement shall have been declared effective by the Commission
(confirmed in an Officers' Certificate delivered to the Trustee) and that
any Debentures that are exchanged for Exchange Debentures shall be canceled
by the Trustee."
SECTION 5. This Supplemental Indenture. This Supplemental Indenture
----------------------------
and the Exhibits hereto shall be construed as supplemental to the Indenture and
shall form a part of it, and the Indenture is hereby incorporated by reference
herein and each is hereby ratified, approved and confirmed.
SECTION 6. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE
--------------
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Supplemental Indenture may be executed
-------------
in two or more counterparts, each of which shall constitute an original, but all
of which when taken together shall constitute but one instrument.
SECTION 8. Headings. The headings of this Supplemental Indenture are
---------
for reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 9. Trustee Not Responsible for Recitals. The recitals herein
-------------------------------------
contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture.
<PAGE>
17
SECTION 10. Separability. In case any one or more of the provisions
-------------
contained in this Supplemental Indenture or in the Debentures shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of the Supplemental Indenture or of the Debentures, but this Supplemental
Indenture and the Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.
<PAGE>
18
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed by their respective authorized officers as of the
date first written above.
RAYTHEON COMPANY
by
/s/ Peter R. D'Angelo
----------------------
Name: Peter R. D'Angelo
Title: Executive Vice President,
Chief Financial Officer
THE BANK OF NEW YORK, as trustee
by
/s/ Michele L. Russo
---------------------
Name: Michele L. Russo
Title: Assistant Treasurer
<PAGE>
EXHIBIT A
---------
[Global Securities Legend]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL DEBENTURE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL DEBENTURE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 207 OF THE INDENTURE.
[Restricted Securities Legend]
THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B)
IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL
ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
DEBENTURE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING
PERIOD APPLICABLE TO SALES OF THE DEBENTURE EVIDENCED HEREBY UNDER RULE 144(k)
UNDER THE SECURITIES ACT
<PAGE>
2
(OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THIS DEBENTURE EXCEPT
(A) TO RAYTHEON COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO
SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
DEBENTURE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF
SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF DEBENTURES AT
THE TIME OF TRANSFER OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR (F) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, AND
(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS DEBENTURE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION
WITH ANY TRANSFER OF THIS DEBENTURE PRIOR TO EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES OF THE DEBENTURE EVIDENCED HEREBY UNDER RULE 144(k) UNDER
THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE
APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
TRANSFER AND SUBMIT THIS DEBENTURE TO THE BANK OF NEW YORK, AS TRUSTEE (OR A
SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFEREE IS AN
INSTITUTIONAL ACCREDITED INVESTOR OR IS A PURCHASER WHO IS NOT A U.S. PERSON,
THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE BANK OF NEW YORK, AS
TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE DEBENTURE
EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) ABOVE UPON ANY TRANSFER OF THE
DEBENTURE EVIDENCED HEREBY UNDER RULE 144(k) OR THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT.
<PAGE>
[FORM OF FACE OF INITIAL DEBENTURE]
RAYTHEON COMPANY
[ ]% Debenture Due [ ]
[CUSIP] [ISIN] [ ]
No. $[ ]
RAYTHEON COMPANY, a Delaware corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to [ ], or its registered assigns, the principal
sum of [ ] Dollars ($[ ]) on December 15, [ ].
Interest Payment Dates: June 15 and December 15 commencing June 15.
Regular Record Dates: June 1 and December 1.
Reference is hereby made to the further provisions of this Debenture
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture dated as of July 3, 1995, as supplemented and
amended by the Supplemental Indenture dated as of December 14, 1998 (as so
supplemented and amended, the "Indenture"). This Debenture is one of two series
of Securities of the Company issued pursuant to the Indenture and is designated
as the [ ]% Debentures Due [ ] (hereinafter referred to as the
"Debentures"), limited in aggregate principal amount to $[ ].
IN WITNESS WHEREOF, the Company has caused this Debenture to be
executed under its corporate seal.
Date: December 14, 1998 RAYTHEON COMPANY
By:
---------------------------------
<PAGE>
2
[SEAL]
Attest:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE BANK OF NEW YORK
As Trustee
By:
---------------------------------------
Authorized Officer
<PAGE>
[FORM OF REVERSE SIDE OF INITIAL DEBENTURE]
RAYTHEON COMPANY
[ ]% Debenture Due [ ]
1. Principal and Interest.
----------------------
Raytheon Company, a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [ ] Million Dollars [($ )] on December 15, [ ],
and to pay interest thereon from December 14, 1998, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semiannually on June 15 and December 15 in each year, commencing June 15, 1999,
at the rate of [ ]% per annum, until the principal hereof is paid or made
available for payment, and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of [ ]% per annum on any overdue
principal and premium and on any overdue installment of interest. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Debenture (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the June 1 or December 1 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Debenture (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Debentures
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Debentures may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of and interest on this Debenture will be
made at the office or agency of the Company maintained for that purpose in New
York, New York,
<PAGE>
2
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
--------
however, that at the option of the Company payment of interest may be made by
- -------
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.
See paragraph 10 below for a description of circumstances under which
Additional Interest may accrue on this Debenture.
2. Paying Agent and Registrar.
--------------------------
Initially, the Trustee will be the Paying Agent and the Security
Registrar with respect to this Debenture. The Company reserves the right at any
time to vary or terminate the appointment of any Paying Agent or Security
Registrar, to appoint additional or other Paying Agents and other Security
Registrars and to approve any change in the office through which any Paying
Agent or Security Registrar acts; provided that there will at all times be a
--------
Paying Agent in The City of New York.
3. Redemption.
----------
The Debentures will be redeemable as a whole at any time or in part
from time to time, at the option of the Company, at a redemption price equal to
the greater of (i) 100% of the principal amount of such Debentures and (ii) the
sums of the present values of the remaining scheduled payments of principal and
interest thereon from the redemption date to December 15, [ ], discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 20 basis points plus, in either
case, any interest accrued but not paid to the date of redemption. Notice of
any redemption will be mailed at least 30 days but no more than 60 days before
the redemption date to each holder of the Debentures to be redeemed. Unless the
Company defaults in payment of the redemption price, on and after the redemption
date interest will cease to accrue on the Debentures or portions thereof called
for redemption. The Debentures will not be subject to any sinking fund
provision.
<PAGE>
3
Notice of any redemption will be mailed at least 30 days but no more
than 60 days before the redemption date to each holder of the Debentures to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Debentures or
portions thereof called for redemption.
"Treasury Rate" means, with respect to any redemption date for the
Debentures, (i) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant Maturities,"
for the maturity corresponding to the Comparable Treasury Issue (if no maturity
is within three months before or after the Maturity Date, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or
(ii) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Rate shall be calculated
on the third Business Day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Debentures to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes.
<PAGE>
4
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date
for the Debentures, (i) the average of four Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated and two other primary U.S.
Government securities dealers in New York City (each, a "Primary Treasury
Dealer") appointed by the Trustee in consultation with the Company; provided,
--------
however, that if any of the foregoing shall cease to be a Primary Treasury
- -------
Dealer, the Company shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.
4. Denominations; Transfer; Exchange.
---------------------------------
The Debentures are issuable in registered form without coupons, in
denominations of $1,000 and integral multiples thereof. The Debentures may be
exchanged for a like aggregate principal amount of Debentures of other
authorized denominations at the office or agency of the Company in the Borough
of Manhattan, The City of New York, and in the manner and subject to the
limitations provided in the Indenture.
Upon due presentment for registration of transfer of this Debenture at
the office or agency of the Company in the Borough of Manhattan, The City of New
York, a new Debenture or Debentures of authorized denominations for a like
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture.
<PAGE>
5
No service charge shall be made for any such transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax, assessment
or other governmental charge payable in connection therewith.
Subject to the provisions of the Indenture, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
this Debenture is registered as the owner hereof for all purposes, whether or
not this Debenture is overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
5. Amendment; Supplement; Waiver.
-----------------------------
The Indenture contains provisions permitting the Company and the
Trustee, with certain exceptions as therein provided, without the consent of the
Holders of a majority in principal amount of the outstanding Securities of each
series to be affected, to evidence the succession of another Person to the
Company; to add to the covenants of the Company for the benefit of the Holders
of all or any series of Securities or to surrender any rights or power upon the
Company; to add any additional Event of Default; to add to or change certain
provisions of the Indenture; to secure the Securities; to establish the form or
terms of Securities of any series; to evidence and provide for the acceptance of
any successor Trustee; and to cure any ambiguity or to correct or supplement any
provision in the Indenture which may be inconsistent with any other provision
therein.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of a majority in principal amount of
the outstanding Securities of each series to be affected, to execute
supplemental indentures adding any provisions to or changing or eliminating any
of the provisions of the Indenture or modifying the rights of the Holders of the
Securities of such series to be affected, except that no such supplemental
indenture may, without the consent of all of the Holders of affected Securities,
among other things,
<PAGE>
6
change the fixed maturity of any Securities or reduce the aforesaid percentage
in principal amount of Securities of any series the consent of the Holders of
which is required for any such supplemental indenture.
The Indenture also permits the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series on behalf of the
Holders of all Securities of such series to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults and their
consequences with respect to such series under the Indenture. Any such consent
or waiver by the Holder of this Debenture shall be conclusive and binding upon
such Holder and upon all future Holders of this Debenture and of any Debenture
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Debenture or such other Debenture.
6. Restrictive Covenants.
---------------------
The Indenture imposes certain limitations of (i) the ability of the
Company or its Significant Subsidiaries to suffer to exist or incur Liens, (ii)
the ability of the Company or its Significant Subsidiary to enter into
transactions involving any sale and leaseback of any Principal Property and
(iii) the ability of the Company to merge, consolidate or transfer substantially
all of its assets.
7. Defaults and Remedies.
---------------------
The Indenture provides that, if an Event of Default specified therein
with respect to any series of Securities shall have happened and be continuing,
either the Trustee or the Holders of 25% in aggregate principal amount of such
series of Securities (or 25% in aggregate principal amount of all outstanding
Securities under the Indenture, in the case of certain Events of Default
affecting all series of Securities under the Indenture) may declare the
principal of all such series of Securities to be due and payable.
Events of Default in respect of the Securities of any series are
provided in the Indenture and include: (i) default in the payment of any
interest on any Security
<PAGE>
7
of that series when it becomes due and payable, and continuance of such default
for a period of 30 days; (ii) default in the payment of principal of, or
premium, if any, on any Security of that series when it shall become due and
payable; (iii) failure to deposit any sinking fund payment when and as due by
the terms of a Security of that series; (iv) failure to perform any other
covenants or agreements of the Company in the Indenture (other than covenants or
agreements included in the Indenture solely for the benefit of a series or
series of Securities thereunder other than that series) and continuance of such
default for a period of 60 days after either the Trustee or the Holders of at
least 25% of the principal amount of the Outstanding Securities of that series
have given written notice in the manner provided for therein specifying such
failure as provided in the Indenture; (v) certain events of bankruptcy,
insolvency or reorganization of the Company; and (vi) any other Event of Default
provided with respect to Securities of that series. If an Event of Default
occurs with respect to Securities of any series, the Trustee shall give the
Holders of the Securities of such series notice of such default, provided,
--------
however, that in the case of a default described in (iv) above, no such notice
- -------
to Holders shall be given until at least 30 days after the occurrence thereof.
If an Event of Default with respect to the Securities of any series at
the time outstanding occurs and is continuing, either the Trustee or the Holders
of at least 25% of the aggregate principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series to be due and payable immediately. At any time after a declaration of
acceleration with respect to Securities of any series has been made, but before
a judgment or decree based on acceleration has been obtained, the Holders of a
majority of the aggregate principal amount of Outstanding Securities of that
series may, under certain circumstances, rescind and annul such acceleration.
The Indenture provides that the Holders of a majority in aggregate
principal amount of the Outstanding Securities of each series may direct the
time, method and place of conducting proceedings for remedies available to the
Trustee or exercising any trust or power conferred on the Trustee in respect of
such series, subject to certain conditions.
<PAGE>
8
8. Authentication.
--------------
This Debenture shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on the other side of this
Debenture.
9. Defeasance.
----------
The Indenture provides that the Company may elect either (i) to
defease and be discharged from any and all obligations in respect of a series of
Securities then outstanding (except for certain obligations to register the
transfer of or exchange of such series of Securities, replace stolen, lost or
mutilated Securities, maintain paying agencies and hold monies for payment in
trust) ("defeasance") or (ii) to be released from its obligations with respect
to such series of Securities under any covenants applicable to such series of
Securities which are determined pursuant to Section 301 of the Indenture to be
subject to covenant defeasance ("covenant defeasance"), and the occurrence of an
event described in clause (iv) under "Events of Default" above (insofar as with
respect to covenants subject to covenant defeasance) shall no longer be an Event
of Default, in the case of either (i) or (ii) if the Company deposits, in trust,
with the Trustee money or U.S. Government Obligations, which through the payment
of interest thereon and principal thereof in accordance with their terms will
provide money, in an amount sufficient, without reinvestment, to pay all the
principal of, premium, if any, and interest on such series of Securities on the
dates such payments are due (which may include one or more redemption dates
designated by the Company) and any mandatory sinking fund or analogous payments
thereon in accordance with the terms of such series of Securities.
10. Exchange Offer; Registration Rights.
-----------------------------------
Pursuant to a Registration Rights Agreement, the Company will file
with the Commission and use its reasonable best efforts to cause to become
effective a Registration Statement with respect to an issue of Debentures
identical in all material respects to the
<PAGE>
9
Debentures and, upon becoming effective, to offer the Holders of the Debentures
the opportunity to exchange their Initial Debentures for the Exchange Debentures
(the "Exchange Offer"). In the event that due to a change in current
interpretations by the Commission, the Company is not permitted to effect such
Exchange Offer, the Company will instead file a Shelf Registration Statement
covering resales by the holders of Debentures and will use its reasonable best
efforts to cause such Shelf Registration Statement to become effective and to
keep such Shelf Registration Statement effective for two years from the
Debentures Closing Date. The Company shall, in the event a Shelf Registration
Statement is filed, provide to each Holder of the Debentures copies of the
prospectus and notify each such Holder when the Shelf Registration Statement has
become effective. A Holder that sells Debentures pursuant to a Shelf
Registration Statement generally will be required to be named as a selling
security holder in the related prospectus and to deliver a current prospectus to
purchasers, and will be subject to certain of the civil liability provisions
under the Securities Act in connection with such sales. The Exchange Debentures
will be issued (i) under the Indenture or (ii) under an indenture substantially
similar to the Indenture, which, in either event, will provide that the Exchange
Debentures will not be subject to the transfer restrictions described in the
Indenture.
Pursuant to the Registration Rights Agreement, the Company will use
its reasonable best efforts to: (i) file the Registration Statement or a Shelf
Registration Statement with the Commission within 150 days after the Debenture
Closing Date, (ii) have such Registration Statement or Shelf Registration
Statement declared effective by the Commission within 180 days after the
Debentures Closing Date and (iii) consummate the Exchange Offer and issue the
Exchange Debentures in exchange for all Debentures validly tendered in
accordance with the terms of the Exchange Offer within 210 days after the
Debenture Closing Date, or, in the alternative, cause such Shelf Registration
Statement to remain effective for two years from the Debentures Closing Date.
If the Company fails to comply with the above provisions, additional
interest (the "Additional Interest") shall accrue on this Debenture as follows:
<PAGE>
10
(i) If the Registration Statement or Shelf Registration Statement is
not filed within 150 days following the Debentures Closing Date, then
commencing on the 151st day after the Debentures Closing Date,
Additional Interest shall accrue on the outstanding principal amount
of this Debenture over and above the interest accruing at the rate
specified on the face of this Debenture at a rate of .25% per annum;
or
(ii) If a Registration Statement or Shelf Registration Statement is
not declared effective within 180 days following the Debentures
Closing Date, then commencing on the 181st day after the Debentures
Closing Date, Additional Interest shall accrue on the outstanding
principal amount of this Debenture over and above the interest
accruing at the rate specified on the face of this Debenture at a rate
of .25% annum; or
(iii) If either (A) the Company has not exchanged Exchange Debentures
for all Debentures validly tendered in accordance with the terms of
the Exchange Offer on or prior to 30 days after the date on which the
Registration Statement was declared effective, or (B) if applicable,
the Shelf Registration Statement has been declared effective but such
Shelf Registration Statement ceases to be effective at any time prior
to two years from the Debentures Closing Date, then Additional
Interest shall accrue on the outstanding principal amount of this
Debenture over and above the interest accruing at the rate specified
on the face of this Debenture at a rate of .25% per annum immediately
following the (x) 31st day after such effective date, in the case of
(A) above, or (y) the day such Shelf Registration Statement ceases to
be effective in the case of (B) above;
provided, however, that the Additional Interest rate on this Debenture shall in
- -------- -------
no event exceed .25% per annum; and, provided, further, that (1) upon the filing
-------- -------
of the Registration Statement or Shelf Registration Statement (in the case of
(i) above), (2) upon the effectiveness of the Registration Statement or Shelf
Registration Statement (in
<PAGE>
11
the case of (ii) above), or (3) upon the exchange of Exchange Debentures for all
Debentures tendered or upon the effectiveness of the Shelf Registration
Statement which had ceased to remain effective prior to the expiration of the
holding period referred to in Rule 144(k) (in the case of (iii) above),
Additional Interest on this Debenture as a result of such clause (i), (ii) or
(iii) shall cease to accrue.
Any amounts of Additional Interest due pursuant to clauses (i), (ii)
or (iii) above will be payable in cash, on the same original payment dates as
other interest due on this Debenture. The amount of Additional Interest due on
this Debenture will be determined by multiplying the applicable Additional
Interest rate by the outstanding principal amount of this Debenture, multiplied
by a fraction, the numerator of which is the number of days such Additional
Interest rate was applicable during such period (determined on the basis of a
360-day year comprised of twelve 30-day months), and the denominator of which
is 360.
If the Company effects the Exchange Offer, the Company will be
entitled to close the Exchange Offer provided that the Company has accepted all
Debentures theretofore validly tendered in accordance with the terms of the
Exchange Offer. Debentures not tendered in the Exchange Offer shall bear
interest at the same rates in effect at the time of issuance of the Debentures.
11. Obligation To Pay Interest Absolute.
-----------------------------------
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal and any
premium of and any interest on this Debenture at the place, rate and respective
times and in the coin or currency herein and in the Indenture prescribed.
12. Holders' Compliance with Registration Rights Agreement.
------------------------------------------------------
Each Holder of a Debenture, by acceptance thereof, acknowledges and
agrees to the provisions of the Registration Rights Agreement, including,
without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.
<PAGE>
12
13. Governing Law.
-------------
THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK.
14. Abbreviations.
-------------
Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to Raytheon
Company, 141 Spring Street, Lexington, Massachusetts 02420, Attention of General
Counsel.
<PAGE>
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
Insert Taxpayer Identification No.
- ----------------------------------
- --------------------------------------------------------------------------------
Please print or typewrite name and address including zip code of assignee
- --------------------------------------------------------------------------------
this Debenture and all rights thereunder, hereby irrevocably constituting and
appointing _______ attorney to transfer said Debenture on the books of
the Company with full power of substitution in the premises.
[THE FOLLOWING PROVISION TO BE INCLUDED
ON ALL DEBENTURES OTHER THAN EXCHANGE DEBENTURES,
UNLEGENDED OFFSHORE GLOBAL DEBENTURES AND
UNLEGENDED OFFSHORE PHYSICAL DEBENTURES]
In connection with any transfer of this Debenture occurring prior to the
date which is the earlier of (i) the date the shelf registration statement is
declared effective or (ii) the end of the period referred to in Rule 144(k)
under the Securities Act, the undersigned confirms that without utilizing any
general solicitation or general advertising that:
[Check One]
---------
[ ](a) this Debenture is being transferred in compliance with the exemption
from registration under the Securities Act of 1933 provided by
Rule 144A thereunder.
or
--
[ ](b) this Debenture is being transferred other than in accordance with (a)
above and documents are being furnished which comply with the
conditions of transfer set forth in this Debenture and the Indenture.
<PAGE>
2
If none of the foregoing boxes is checked, the Trustee or other Security
Registrar shall not be obligated to register this Debenture in the name of any
Person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 207 of the Indenture
shall have been satisfied.
Date:
--------------- ---------------------------------------------------
NOTICE: The signature to this assignment must
correspond with the name as written upon the face of
the within-mentioned instrument in every particular,
without alteration or any change whatsoever.
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this
Debenture for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933 and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.
Date:
--------------------- -----------------------------------------------
NOTICE: To be executed by an executive officer
<PAGE>
EXHIBIT B
[Global Securities Legend]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL DEBENTURE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL DEBENTURE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 207 OF THE INDENTURE.
<PAGE>
[FORM OF FACE OF EXCHANGE DEBENTURE]
RAYTHEON COMPANY
[ ]% Exchange Debenture Due [ ]
[CUSIP] [ISIN] [ ]
No. $[ ]
RAYTHEON COMPANY, a Delaware corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to [ ], or its registered assigns, the principal
sum of [ ] Dollars ($[ ]) on December 15, [ ].
Interest Payment Dates: June 15 and December 15 commencing June 15.
Regular Record Dates: June 1 and December 1.
Reference is hereby made to the further provisions of this Debenture
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture dated as of July 3, 1995, as supplemented and
amended by the Supplemental Indenture dated as of December 14, 1998 (as so
supplemented and amended, the "Indenture"). This Debenture is one of the series
of Securities of the Company issued pursuant to the Indenture and is designated
as the [ ]% Exchange Debentures Due [ ] (hereinafter referred to as the
"Exchange Debentures"), limited in aggregate principal amount to $[ ].
<PAGE>
2
IN WITNESS WHEREOF, the Company has caused this Debenture to be signed
manually or by facsimile by its duly authorized officers.
Date: RAYTHEON COMPANY
By:
----------------------------------
Executive Vice President
[SEAL]
Attest:
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE BANK OF NEW YORK
As Trustee
By:
---------------------------------
Authorized Officer
<PAGE>
[FORM OF REVERSE SIDE OF EXCHANGE DEBENTURE]
RAYTHEON COMPANY
[ ]% Exchange Debenture Due [ ]
1. Principal and Interest.
----------------------
Raytheon Company, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [ ] Million Dollars [($ )] on December 15, [ ],
and to pay interest thereon from December 14, 1998, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semiannually on June 15 and December 15 in each year, commencing June 15, 1999,
at the rate of [ ]% per annum, until the principal hereof is paid or made
available for payment, and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of [ ]% per annum on any overdue
principal and premium and on any overdue installment of interest. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Exchange Debenture (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, which shall
be the June 1 or December 1 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Exchange Debenture (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Exchange Debentures not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Exchange Debentures may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.
Payment of the principal of and interest on this Exchange Debenture
will be made at the office or agency of the Company maintained for that purpose
in New York, New York, in such coin or currency of the United States of
<PAGE>
2
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
-------- -------
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
2. Paying Agent and Registrar.
--------------------------
Initially, the Trustee will be the Paying Agent and the Security
Registrar with respect to this Exchange Debenture. The Company reserves the
right at any time to vary or terminate the appointment of any Paying Agent or
Security Registrar, to appoint additional or other Paying Agents and other
Security Registrars and to approve any change in the office through which any
Paying Agent or Security Registrar acts; provided that there will at all times
--------
be a Paying Agent in The City of New York.
3. Redemption.
----------
The Exchange Debentures will be redeemable as a whole at any time or
in part from time to time, at the option of the Company, at a redemption price
equal to the greater of (i) 100% of the principal amount of such Exchange
Debentures and (ii) the sums of the present values of the remaining scheduled
payments of principal and interest thereon from the redemption date to December
15, [ ], discounted to the redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20
basis points plus, in either case, any interest accrued but not paid to the date
of redemption. Notice of any redemption will be mailed at least 30 days but no
more than 60 days before the redemption date to each holder of the Exchange
Debentures to be redeemed. Unless the Company defaults in payment of the
redemption price, on and after the redemption date interest will cease to accrue
on the Exchange Debentures or portions thereof called for redemption. The
Exchange Debentures will not be subject to any sinking fund provision.
Notice of any redemption will be mailed at least 30 days but no more
than 60 days before the redemption date to each holder of Exchange Debentures to
be redeemed.
<PAGE>
3
Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Exchange
Debentures or portions thereof called for redemption.
"Treasury Rate" means, with respect to any redemption date for the
Exchange Debentures, (i) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the Maturity Date,
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line basis, rounding
to the nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date. The Treasury
Rate shall be calculated on the third Business Day preceding the redemption
date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Exchange Debentures to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such notes.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.
<PAGE>
4
"Comparable Treasury Price" means, with respect to any redemption date
for the Exchange Debentures, (i) the average of four Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated and two other primary U.S.
Government securities dealers in New York City (each, a "Primary Treasury
Dealer") appointed by the Trustee in consultation with the Company; provided,
--------
however, that if any of the foregoing shall cease to be a Primary Treasury
- -------
Dealer, the Company shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.
<PAGE>
5
4. Denominations; Transfer; Exchange.
---------------------------------
The Exchange Debentures are issuable in registered form without
coupons, in denominations of $1,000 and integral multiples thereof. The
Exchange Debentures may be exchanged for a like aggregate principal amount of
Exchange Debentures of other authorized denominations at the office or agency of
the Company in the Borough of Manhattan, The City of New York, and in the manner
and subject to the limitations provided in the Indenture.
Upon due presentment for registration of transfer of this Exchange
Debenture at the office or agency of the Company in the Borough of Manhattan,
The City of New York, a new Exchange Debenture or Exchange Debentures of
authorized denominations for a like aggregate principal amount will be issued to
the transferee in exchange therefor, subject to the limitations provided in the
Indenture.
No service charge shall be made for any such transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax, assessment
or other governmental charge payable in connection therewith.
Subject to the provisions of the Indenture, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
this Exchange Debenture is registered as the owner hereof for all purposes,
whether or not this Exchange Debenture is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
<PAGE>
6
5. Amendment; Supplement; Waiver.
-----------------------------
The Indenture contains provisions permitting the Company and the
Trustee, with certain exceptions as therein provided, without the consent of the
Holders of a majority in principal amount of the outstanding Securities of each
series to be affected, to evidence the succession of another Person to the
Company; to add to the covenants of the Company for the benefit of the Holders
of all or any series of Securities or to surrender any rights or power upon the
Company; to add any additional Event of Default; to add to or change certain
provisions of the Indenture; to secure the Securities; to establish the form or
terms of Securities of any series; to evidence and provide for the acceptance of
any successor Trustee; and to cure any ambiguity, to correct or supplement any
provision in the Indenture which may be inconsistent with any other provision
therein.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of a majority in principal amount of
the outstanding Securities of each series to be affected, to execute
supplemental indentures adding any provisions to or changing or eliminating any
of the provisions of the Indenture or modifying the rights of the Holders of the
Securities of such series to be affected, except that no such supplemental
indenture may, without the consent of all of the Holders of affected Securities,
among other things, change the fixed maturity of any Securities or reduce the
aforesaid percentage in principal amount of Securities of any series the consent
of the Holders of which is required for any such supplemental indenture.
The Indenture also permits the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series on behalf of the
Holders of all Securities of such series to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults and their
consequences with respect to such series under the Indenture. Any such consent
or waiver by the Holder of this Exchange Debenture shall be conclusive and
binding upon such Holder and upon all future Holders of this Exchange Debenture
and of any Debenture issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Exchange Debenture or such other Debenture.
<PAGE>
7
6. Restrictive Covenants.
---------------------
The Indenture imposes certain limitations of (i) the ability of the
Company or its Substantial Subsidiaries to suffer to exist or incur Liens, (ii)
the ability of the Company or its Substantial Subsidiary to enter into any
transactions involving any sale and leaseback of any Principal Property and
(iii) the ability of the Company to merge, consolidate or transfer substantially
all of its assets.
7. Defaults and Remedies.
---------------------
The Indenture provides that, if an Event of Default specified therein
with respect to any series of Securities shall have happened and be continuing,
either the Trustee or the Holders of 25% in aggregate principal amount of such
series of Securities (or 25% in aggregate principal amount of all outstanding
Securities under the Indenture, in the case of certain Events of Default
affecting all series of Securities under the Indenture) may declare the
principal of all such series of Securities to be due and payable.
Events of Default in respect of the Securities of any series are
provided in the Indenture and include: (i) default in the payment of any
interest on any Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; (ii) default in the payment
of principal of, or premium, if any, on any Security of that series when it
shall become due and payable; (iii) failure to deposit any sinking fund payment
when and as due by the terms of a Security of that series; (iv) failure to
perform any other covenants or agreements of the Company in the Indenture (other
than covenants or agreements included in the Indenture solely for the benefit of
a series or series of Securities thereunder other than that series) and
continuance of such default for a period of 60 days after either the Trustee or
the Holders of at least 25% of the principal amount of the
<PAGE>
8
Outstanding Securities of that series have given written notice in the manner
provided for therein specifying such failure as provided in the Indenture; (v)
certain events of bankruptcy, insolvency or reorganization of the Company; and
(vi) any other Event of Default provided with respect to Securities of that
series. If an Event of Default occurs with respect to Securities of any series,
the Trustee shall give the Holders of the Securities of such series notice of
such default, provided, however, that in the case of a default described in (iv)
-------- -------
above, no such notice to Holders shall be given until at least 30 days after the
occurrence thereof.
If an Event of Default with respect to the Securities of any series at
the time Outstanding occurs and is continuing, either the Trustee or the Holders
of at least 25% of the aggregate principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series to be due and payable immediately. At any time after a declaration of
acceleration with respect to Securities of any series has been made, but before
a judgment or decree based on acceleration has been obtained, the Holders of a
majority of the aggregate principal amount of outstanding Securities of that
series may, under certain circumstances, rescind and annul such acceleration.
The Indenture provides that the Holders of a majority in aggregate
principal amount of the Outstanding Securities of each series may direct the
time, method and place of conducting proceedings for remedies available to the
Trustee or exercising any trust or power conferred on the Trustee in respect of
such series, subject to certain conditions.
8. Authentication.
--------------
This Exchange Debenture shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on the other side
of this Exchange Debenture.
<PAGE>
9
9. Defeasance.
----------
The Indenture provides that the Company may elect either (i) to
defease and be discharged from any and all obligations in respect of a series of
Securities then outstanding (except for certain obligations to register the
transfer of or exchange of such series of Securities, replace stolen, lost or
mutilated Securities, maintain paying agencies and hold monies for payment in
trust) ("defeasance") or (ii) to be released from its obligations with respect
to such series of Securities under any covenants applicable to such series of
Securities which are determined pursuant to Section 301 of the Indenture to be
subject to covenant defeasance ("covenant defeasance"), and the occurrence of an
event described in clause (iv) under "Events of Default" above (insofar as with
respect to covenants subject to covenant defeasance) shall no longer be an Event
of Default, in the case of either (i) or (ii) if the Company deposits, in trust,
with the Trustee money or U.S. Government Obligations, which through the payment
of interest thereon and principal thereof in accordance with their terms will
provide money, in an amount sufficient, without reinvestment, to pay all the
principal of, premium, if any, and interest on such series of Securities on the
dates such payments are due (which may include one or more redemption dates
designated by the Company) and any mandatory sinking fund or analogous payments
thereon in accordance with the terms of such series of Securities.
10. Exchange Offer; Registration Rights.
-----------------------------------
[Not Applicable]
11. Obligation To Pay Interest Absolute.
-----------------------------------
No reference herein to the Indenture and no provision of this Exchange
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal and any
premium of and any interest on this Exchange Debenture at the place, rate and
respective times and in the coin or currency herein and in the Indenture
prescribed.
<PAGE>
10
12. Holders' Compliance with Registration Rights Agreement.
------------------------------------------------------
Each Holder of an Exchange Debenture, by acceptance thereof,
acknowledges and agrees to the provisions of the Registration Rights Agreement,
including, without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.
13. Governing Law.
-------------
THIS EXCHANGE DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
14. Abbreviations.
-------------
Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to Raytheon
Company, 141 Spring Street, Lexington, Massachusetts 02420, Attention of General
Counsel.
<PAGE>
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
Insert Taxpayer Identification No.
- ----------------------------------
- --------------------------------------------------------------------------------
Please print or typewrite name and address including zip code of assignee
- --------------------------------------------------------------------------------
this Exchange Debenture and all rights thereunder, hereby irrevocably
constituting and appointing ____________ attorney to transfer said Exchange
Debenture on the books of the Company with full power of substitution in the
premises.
<PAGE>
EXHIBIT C
---------
Form of Certificate
-------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company") $250,000,000 6% Debentures Due 2010 (the
- --- -------------------------------------------------------------------------
"Debentures")
-------------
Ladies and Gentlemen:
This letter relates to a Debenture (the "Legended Debenture") which
bears a legend outlining restrictions upon transfer of such Legended Debenture.
Pursuant to Section 204 of the Indenture dated as of July 3, 1995, as
supplemented and amended by the Supplemental Indenture dated as of December 14,
1998 (as so supplemented and amended, the "Indenture"), relating to the
Debentures, we hereby certify that we are (or we will hold such securities on
behalf of) a person outside the United States to whom the Debentures could be
transferred in accordance with Rule 904 of Regulation S promulgated under the
U.S. Securities Act of 1933. Accordingly, you are hereby requested to exchange
the legended certificate for an unlegended certificate representing an identical
principal amount of Debentures, all in the manner provided for in the Indenture.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.
Very truly yours,
[Name of Holder]
By: ____________________
Authorized Signature
<PAGE>
Form of Certificate
-------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company") $550,000,000 6.40% Debentures Due 2018
- --- -----------------------------------------------------------------------
(the "Debentures")
------------------
Ladies and Gentlemen:
This letter relates to a Debenture (the "Legended Debenture") which
bears a legend outlining restrictions upon transfer of such Legended Debenture.
Pursuant to Section 204 of the Indenture dated as of July 3, 1995, as
supplemented and amended by the Supplemental Indenture dated as of December 14,
1998 (as so supplemented and amended, the "Indenture"), relating to the
Debentures, we hereby certify that we are (or we will hold such securities on
behalf of) a person outside the United States to whom the Debentures could be
transferred in accordance with Rule 904 of Regulation S promulgated under the
U.S. Securities Act of 1933. Accordingly, you are hereby requested to exchange
the legended certificate for an unlegended certificate representing an identical
principal amount of Debentures, all in the manner provided for in the Indenture.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.
Very truly yours,
[Name of Holder]
By:
-------------------------------
Authorized Signature
<PAGE>
EXHIBIT D
---------
Form of Certificate to be
Delivered in Connection with
Transfers to Non-QIB Accredited Investors
-----------------------------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company") $250,000,000 6% Debentures Due 2010 (the
-------------------------------------------------------------------------
"Debentures")
-------------
Ladies and Gentlemen:
In connection with our proposed purchase of the Debentures, we confirm
that:
1. We understand that any subsequent transfer of the Debentures is
subject to certain restrictions and conditions set forth in the Indenture dated
as of July 3, 1995, as supplemented and amended by the Supplemental Indenture
dated as of December 14, 1998 (as so supplemented and amended, the "Indenture"),
relating to the Debentures, and the undersigned agrees to be bound by, and not
to resell, pledge or otherwise transfer the Debentures except in compliance
with, such restrictions and conditions and the Securities Act of 1933 (the
"Securities Act").
2. We understand that the offer and sale of the Debentures have not
been registered under the Securities Act, and that the Debentures may not be
offered or sold except as permitted in the following sentence. We agree, on our
own behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell any Debentures, we will do so only (A) to the
Company, or any subsidiary thereof, (B) in accordance with Rule 144A under the
Securities Act to a "qualified institutional buyer" (as defined therein), (C) to
an institutional "accredited investor" (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
you and to the Company a signed letter substantially in the form of this letter,
(D) outside the United States in accordance with Rule 904 of Regulation S under
the Securities Act, (E) pursuant to
<PAGE>
2
the exemption from registration provided by Rule 144 under the Securities Act,
or (F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing any of the Debentures
from us a notice advising such purchaser that resales of the Debentures are
restricted as stated herein.
3. We understand that, on any proposed resale of any Debentures, we
will be required to furnish to you and the Company such certification, legal
opinions and other information as you and the Company may reasonably require to
confirm that the proposed sale complies with the foregoing restrictions. We
further understand that the Debentures purchased by us will bear a legend to the
foregoing effect.
4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Debentures and any
accounts for which we are acting are each able to bear the economic risk of our
or its investment.
5. We are acquiring the Debentures purchased by us for our own
account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.
Very truly yours,
[Name of Transferee]
By:
-----------------------------------
Authorized Signature
<PAGE>
Form of Certificate to be
Delivered in Connection with
Transfers to Non-QIB Accredited Investors
-----------------------------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company") $550,000,000 6.40% Debentures Due 2018
-----------------------------------------------------------------------
(the "Debentures")
------------------
Ladies and Gentlemen:
In connection with our proposed purchase of the Debentures, we confirm
that:
1. We understand that any subsequent transfer of the Debentures is
subject to certain restrictions and conditions set forth in the Indenture dated
as of July 3, 1995, as supplemented and amended by the Supplemental Indenture
dated as of December 14, 1998 (as so supplemented and amended, the "Indenture"),
relating to the Debentures, and the undersigned agrees to be bound by, and not
to resell, pledge or otherwise transfer the Debentures except in compliance
with, such restrictions and conditions and the Securities Act of 1933 (the
"Securities Act").
2. We understand that the offer and sale of the Debentures have not
been registered under the Securities Act, and that the Debentures may not be
offered or sold except as permitted in the following sentence. We agree, on our
own behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell any Debentures, we will do so only (A) to the
Company, or any subsidiary thereof, (B) in accordance with Rule 144A under the
Securities Act to a "qualified institutional buyer" (as defined therein), (C) to
an institutional "accredited investor" (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
you and to the Company a signed letter substantially in the form of this letter,
(D) outside the United States in accordance with Rule 904 of Regulation S under
the Securities Act, (E) pursuant to the exemption from registration provided by
Rule 144 under the Securities Act, or (F) pursuant to an effective registration
statement under the Securities Act, and we
<PAGE>
2
further agree to provide to any person purchasing any of the Debentures from us
a notice advising such purchaser that resales of the Debentures are restricted
as stated herein.
3. We understand that, on any proposed resale of any Debentures, we
will be required to furnish to you and the Company such certification, legal
opinions and other information as you and the Company may reasonably require to
confirm that the proposed sale complies with the foregoing restrictions. We
further understand that the Debentures purchased by us will bear a legend to the
foregoing effect.
4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Debentures and any
accounts for which we are acting are each able to bear the economic risk of our
or its investment.
5. We are acquiring the Debentures purchased by us for our own
account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.
Very truly yours,
[Name of Transferee]
By:
----------------------------------
Authorized Signature
<PAGE>
EXHIBIT E
---------
Form of Certificate to Be Delivered
in Connection with Transfers
Pursuant to Regulation S
-----------------------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company") $250,000,000 6% Debentures Due 2010 (the
-------------------------------------------------------------------------
"Debentures")
-------------
Ladies and Gentlemen:
In connection with our proposed sale of the Debentures, we confirm
that such sale has been effected pursuant to and in accordance with Regulation S
under the Securities Act of 1933 and, accordingly, we represent that:
(1) the offer of the Debentures was not made to a person in the
United States;
(2) at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States;
(3) no directed selling efforts have been made by us in the United
States in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable;
(4) the transaction is not part of a plan or scheme to evade the
registration requirements of the U.S. Securities Act of 1933.
<PAGE>
2
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.
Very truly yours,
[Name of Transferor]
By:
-----------------------------------
Authorized Signature
<PAGE>
Form of Certificate to Be Delivered
in Connection with Transfers
Pursuant to Regulation S
-----------------------------------
[DATE]
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Administration
Re: Raytheon Company (the "Company") $550,000,000 6.40% Debentures Due 2018
-----------------------------------------------------------------------
(the "Debentures")
------------------
Ladies and Gentlemen:
In connection with our proposed sale of the Debentures, we confirm
that such sale has been effected pursuant to and in accordance with Regulation S
under the Securities Act of 1933 and, accordingly, we represent that:
(1) the offer of the Debentures was not made to a person in the
United States;
(2) at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States;
(3) no directed selling efforts have been made by us in the United
States in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable;
(4) the transaction is not part of a plan or scheme to evade the
registration requirements of the U.S. Securities Act of 1933.
<PAGE>
2
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.
Very truly yours,
[Name of Transferor]
By:
----------------------------------
Authorized Signature
<PAGE>
EXHIBIT 5.1
RAYTHEON COMPANY
141 Spring Street
Lexington, MA 02421
May 11, 1999
Raytheon Company
141 Spring Street
Lexington, MA 02421
Ladies and Gentlemen:
I am Senior Vice President and Secretary of Raytheon Company, a Delaware
Corporation (the "Company") and am rendering this opinion in connection with a
registration statement on Form S-4 (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 the following Securities of the Company: (i) $250,000,000 of 6%
Exchange Debentures Due 2010 (the "Debentures Due 2010"); and (ii) $550,000,000
of 6.40% Exchange Debentures Due 2018 (referred to hereinafter, together with
the Debentures Due 2010, as the "Registered Securities"), to be issued in
exchange for outstanding securities of the Company.
As Senior Vice President 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 the Registered
Securities, when duly executed, authenticated and delivered against payment
therefor, 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.
<PAGE>
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 "Validity of
Debentures" in the Prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Thomas D. Hyde
Thomas D. Hyde
Senior Vice President and Secretary
-2-
<PAGE>
Exhibit 12.1
RAYTHEON COMPANY AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF RATIOS OF EARNING TO FIXED CHARGES
(dollar amounts in millions)
<TABLE>
<CAPTION>
Fiscal Year
----------------------------
1994 1995 1996 1997 1998
---- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Income before taxes per statements of income..... 900 1,192 1,083 790 1,467
Add:
Portion of rents representative of interest
factor.......................................... 32 41 45 50 113
Interest on indebtedness......................... 49 197 256 397 739
---- ----- ----- ----- -----
Income as adjusted............................. 981 1,430 1,385 1,237 2,319
==== ===== ===== ===== =====
Fixed charges:
Portion of rents representative of interest
factor.......................................... 32 41 45 50 113
Interest on indebtedness......................... 49 197 256 397 739
Capitalized interest............................. 1 1 3 4 2
---- ----- ----- ----- -----
Fixed charges.................................. 82 239 304 451 854
==== ===== ===== ===== =====
Ratio of Earnings to Fixed Charges............... 12.0 6.0 4.6 2.7 2.7
==== ===== ===== ===== =====
</TABLE>
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Raytheon Company on Form S-4 of our reports dated January 26, 1999 on our audits
of the consolidated financial statements and financial statement schedule of
Raytheon Company as of December 31, 1998 and 1997, and for each of the three
years in the period ended December 31, 1998, which reports are included in the
annual report on Form 10-K. We also consent to the reference to our firm under
the caption "Experts".
/s/ PricewaterhouseCoopers LLP
------------------------------
Boston, Massachusetts
May 11, 1999
<PAGE>
Exhibit 25.1
========================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
----------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------------------
RAYTHEON COMPANY
(Exact name of obligor as specified in its charter)
Delaware 95-1778500
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
141 Spring Street
Lexington, Massachusetts 02421
(Address of principal executive offices) (Zip code)
_____________
6% Exchange Debentures due 2010
(Title of the indenture securities)
========================================================================
<PAGE>
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Name Address
- -------------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-
29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York (formerly
Irving Trust Company) as now in effect, which contains the authority to
commence business and a grant of powers to exercise corporate trust
powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with
Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed
with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed
with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 5th day of May, 1999.
THE BANK OF NEW YORK
By: /s/ MICHELE L. RUSSO
------------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
-3-
<PAGE>
Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System,
at the close of business December 31, 1998, published in accordance with a call
made by the Federal Reserve Bank of this District pursuant to the provisions of
the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
<S> <C>
Cash and balances due from depository
institutions:
Noninterest-bearing balances and currency and
coin........................................... $ 3,951,273
Interest-bearing balances....................... 4,134,162
Securities:
Held-to-maturity securities..................... 932,468
Available-for-sale securities................... 4,279,246
Federal funds sold and Securities purchased
under agreements to resell...................... 3,161,626
Loans and lease financing receivables:
Loans and leases, net of unearned income........ 37,861,802
LESS: Allowance for loan and lease losses....... 619,791
LESS: Allocated transfer risk reserve........... 3,572
Loans and leases, net of unearned income,
allowance, and reserve......................... 37,238,439
Trading Assets................................... 1,551,556
Premises and fixed assets (including capitalized
leases)......................................... 684,181
Other real estate owned.......................... 10,404
Investments in unconsolidated subsidiaries and
associated companies............................ 196,032
Customers' liability to this bank on acceptances
outstanding..................................... 895,160
Intangible assets................................ 1,127,375
Other assets..................................... 1,915,742
-----------
Total assets..................................... $60,077,664
===========
LIABILITIES
Deposits:
In domestic offices............................. $27,020,578
Noninterest-bearing 11,271,304
Interest-bearing 15,749,274
In foreign offices, Edge and Agreement
subsidiaries, and IBFs......................... 17,197,743
Noninterest-bearing 103,007
Interest-bearing 17,094,736
Federal funds purchased and Securities sold
under agreements to repurchase.................. 1,761,170
Demand notes issued to the U.S.Treasury.......... 125,423
Trading liabilities.............................. 1,625,632
Other borrowed money:
With remaining maturity of one year or less..... 1,903,700
With remaining maturity of more than one year
through three years............................ 0
With remaining maturity of more than three years 31,639
Bank's liability on acceptances executed and
outstanding..................................... 900,390
Subordinated notes and debentures................ 1,308,000
Other liabilities................................ 2,708,852
----------
Total liabilities................................ 54,583,127
==========
EQUITY CAPITAL
Common stock..................................... 1,135,284
Surplus.......................................... 764,443
Undivided profits and capital reserves........... 3,542,168
Net unrealized holding gains (losses) on
available-for-sale securities................... 82,367
Cumulative foreign currency translation
adjustments..................................... (29,725)
-----------
Total equity capital............................. 5,494,537
-----------
Total liabilities and equity capital............. $60,077,664
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
<TABLE>
<CAPTION>
<S> <C>
Thomas A. Reyni
Gerald L. Hassell Directors
Alan R. Griffith
</TABLE>
-4-
<PAGE>
Exhibit 25.2
========================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
----------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------------------
RAYTHEON COMPANY
(Exact name of obligor as specified in its charter)
Delaware 95-1778500
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
141 Spring Street
Lexington, Massachusetts 02421
(Address of principal executive offices) (Zip code)
_____________
6.40% Exchange Debentures due 2018
(Title of the indenture securities)
========================================================================
<PAGE>
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-
29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York (formerly
Irving Trust Company) as now in effect, which contains the authority to
commence business and a grant of powers to exercise corporate trust
powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with
Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed
with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed
with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 5th day of May, 1999.
THE BANK OF NEW YORK
By: /s/ MICHELE L. RUSSO
------------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
-3-
<PAGE>
Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System,
at the close of business December 31, 1998, published in accordance with a call
made by the Federal Reserve Bank of this District pursuant to the provisions of
the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
<S> <C>
Cash and balances due from depository
institutions:
Noninterest-bearing balances and currency and
coin........................................... $ 3,951,273
Interest-bearing balances....................... 4,134,162
Securities:
Held-to-maturity securities..................... 932,468
Available-for-sale securities................... 4,279,246
Federal funds sold and Securities purchased
under agreements to resell...................... 3,161,626
Loans and lease financing receivables:
Loans and leases, net of unearned income........ 37,861,802
LESS: Allowance for loan and lease losses....... 619,791
LESS: Allocated transfer risk reserve........... 3,572
Loans and leases, net of unearned income,
allowance, and reserve......................... 37,238,439
Trading Assets................................... 1,551,556
Premises and fixed assets (including capitalized
leases)......................................... 684,181
Other real estate owned.......................... 10,404
Investments in unconsolidated subsidiaries and
associated companies............................ 196,032
Customers' liability to this bank on acceptances
outstanding..................................... 895,160
Intangible assets................................ 1,127,375
Other assets..................................... 1,915,742
-----------
Total assets..................................... $60,077,664
===========
LIABILITIES
Deposits:
In domestic offices............................. $27,020,578
Noninterest-bearing............................. 11,271,304
Interest-bearing................................ 15,749,274
In foreign offices, Edge and Agreement
subsidiaries, and IBFs......................... 17,197,743
Noninterest-bearing............................. 103,007
Interest-bearing................................ 17,094,736
Federal funds purchased and Securities sold
under agreements to repurchase.................. 1,761,170
Demand notes issued to the U.S.Treasury.......... 125,423
Trading liabilities.............................. 1,625,632
Other borrowed money:
With remaining maturity of one year or less..... 1,903,700
With remaining maturity of more than one year
through three years............................ 0
With remaining maturity of more than three years 31,639
Bank's liability on acceptances executed and
outstanding..................................... 900,390
Subordinated notes and debentures................ 1,308,000
Other liabilities................................ 2,708,852
----------
Total liabilities................................ 54,583,127
==========
EQUITY CAPITAL
Common stock..................................... 1,135,284
Surplus.......................................... 764,443
Undivided profits and capital reserves........... 3,542,168
Net unrealized holding gains (losses) on
available-for-sale securities................... 82,367
Cumulative foreign currency translation
adjustments..................................... (29,725)
-----------
Total equity capital............................. 5,494,537
----------
Total liabilities and equity capital............. $60,077,664
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
<TABLE>
<CAPTION>
<S> <C>
Thomas A. Reyni
Gerald L. Hassell Directors
Alan R. Griffith
</TABLE>
-4-
<PAGE>
Exhibit 99.1
LETTER OF TRANSMITTAL
Raytheon Company
Offer to Exchange All Outstanding 6% Debentures Due 2010
($250,000,000 Aggregate Principal Amount Outstanding)
for
6% Exchange Debentures Due 2010
and
Offer to Exchange All Outstanding 6.40% Debentures Due 2018
($550,000,000 Aggregate Principal Amount Outstanding)
for
6.40% Exchange Debentures Due 2018
Pursuant to the Prospectus dated ______, 1999
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON ______, 1999, UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN
AT ANY TIME PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS THE BANK OF NEW YORK:
<TABLE>
<CAPTION>
<S> <C> <C>
By Hand Or Overnight Delivery: Facsimile Transmissions: By Registered Or Certified Mail:
(Eligible Institutions Only)
The Bank of New York (212) 815-6339 The Bank of New York
Corporate Trust Division Corporate Trust Division
101 Barclay Street, 21 W To Confirm by Telephone: 101 Barclay Street, 21 W
New York, New York 10286 (212) 815-5076 New York, New York 10286
Attention: Diane Amoroso Attention: Diane Amoroso
</TABLE>
Delivery of this letter of transmittal to an address other than as set
forth above or transmission of this letter of transmittal via facsimile to a
number other than as set forth above does not constitute a valid delivery.
The undersigned acknowledges that he or she has received the Prospectus,
dated ______, 1999 (as the same may be amended or supplemented from time to
time, the "Prospectus"), of Raytheon Company, a Delaware corporation
("Raytheon"), and this Letter of Transmittal, which together constitute
Raytheon's offer (the "Exchange Offer") to exchange up to $250,000,000 in
aggregate principal amount of Raytheon's outstanding 6% Debentures due 2010 (the
"Debentures Due 2010"), for the same aggregate principal amount of 6% Exchange
Debentures Due 2010 that have been registered under the Securities Act of 1933
(the "Exchange Debentures Due 2010") and up to $550,000,000 in aggregate
principal amount of Raytheon's outstanding 6.40% Debentures Due 2018 (the
"Debentures 2018", and, collectively with the "Debentures Due 2010", the
"Initial Debentures") for the same aggregate principal amount of 6.40% Exchange
Debentures Due 2018 that have been registered under the Securities Act of 1933
(the "Exchange Debentures Due 2018", and, collectively with the "Exchange
Debentures Due 2010", the "Exchange Debentures").
YOU SHOULD READ THE INSTRUCTIONS CONTAINED HEREIN CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus.
<PAGE>
-2-
Holders of Initial Debentures must complete either this Letter of
Transmittal or an Agent's Message (as defined on page 3 of this Letter of
Transmittal) if Initial Debentures are to be forwarded herewith or if tenders of
Initial Debentures are to be made by book-entry transfer to an account
maintained by The Bank of New York (the "Exchange Agent") at The Depository
Trust Company (the "Book-Entry Transfer Facility" or "DTC") pursuant to the
procedures set forth in "Exchange Offer--Procedures for Tendering Initial
Debentures" and "Description of Debentures --Book-Entry, Delivery and Form" in
the Prospectus and in this Letter of Transmittal.
Holders of Initial Debentures whose certificates (the "Certificates") for
such Initial Debentures are not immediately available or who cannot deliver
their Certificates and all other required documents to the Exchange Agent on or
prior to the expiration date of the Exchange Offer referenced in the Prospectus
(the "Expiration Date") or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Initial Debentures according to
the guaranteed delivery procedures set forth in "Exchange Offer--Procedures for
Tendering Initial Debentures " in the Prospectus.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
<TABLE>
<S> <C> <C> <C>
DESCRIPTION OF INITIAL DEBENTURES 1 2 3
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Aggregate Principal Principal Amount
Name(s) and Address(es) of Registered Certificate Amount of Initial of Initial Debentures
Holder(s): Number(s)* Debentures Tendered (if less than
(Please fill in, if blank) all)**
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Total
- ----------------------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed if Initial Debentures are being tendered by book-entry
holders.
** Holders of Initial Debentures may tender Initial Debentures in whole or in
part in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. See Instruction 4. Unless otherwise indicated in the column, a
holder will be deemed to have tendered all Initial Debentures represented by
the Initial Debentures indicated in Column 2. See Instruction 4.
<PAGE>
-3-
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[_] CHECK HERE IF TENDERED INITIAL DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution_______________________________________
Account Number______________________________________________________
Transaction Code Number_____________________________________________
By crediting the Initial Debentures to the Exchange Agent's account at DTC
in accordance with DTC's Automated Tender Offer Program ("ATOP") and by
complying with applicable ATOP procedures with respect to the Exchange
Offer, including transmitting a computer-generated message (an "Agent's
Message") to the Exchange Agent in which the holder of the Initial
Debentures acknowledges and agrees to be bound by the terms of this Letter
of Transmittal, the DTC participant confirms on behalf of itself and the
beneficial owners of such Initial Debentures all provisions of this Letter
of Transmittal applicable to it and such beneficial owners as fully as if
it had completed the information required herein and executed and
transmitted this Letter of Transmittal to the Exchange Agent.
[_] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
IF TENDERED INITIAL DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name of Registered Holder(s)________________________________________
Window Ticket Number (if any)_______________________________________
Date of Execution of Notice of Guaranteed Delivery__________________
Name of Institution which Guaranteed Delivery_______________________
If Guaranteed Delivery is to be made By Book-Entry Transfer:_______
Name of Tendering Institution_______________________________________
Account Number______________________________________________________
Transaction Code Number_____________________________________________
[_] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NONEXCHANGED INITIAL
DEBENTURES ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER SET FORTH ABOVE.
[_] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE INITIAL DEBENTURES
FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING
ACTIVITIES (A "PARTICIPATING BROKER DEALER") AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:____________________________________________________________________
Address:_________________________________________________________________
<PAGE>
-4-
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to Raytheon the above described aggregate principal
amount of Raytheon's outstanding 6% Debentures Due 2010 (the "Debentures Due
2010"), for the same aggregate principal amount of 6% Exchange Debentures Due
2010 (the "Exchange Debentures Due 2010") and the above described aggregate
principal amount of Raytheon's outstanding 6.40% Debentures Due 2018 (the
"Debentures 2018", and, collectively with the "Debentures Due 2010", the
"Initial Debentures") for the same aggregate principal amount of 6.40% Exchange
Debentures Due 2018 (the "Exchange Debentures Due 2018", and, collectively with
the "Exchange Debentures Due 2010", the "Exchange Debentures") upon the terms
and subject to the conditions set forth in the Prospectus, receipt of which is
acknowledged, and in this Letter of Transmittal (which, together with the
Prospectus, constitute the "Exchange Offer").
Subject to and effective upon the acceptance for exchange of all or any
portion of the Initial Debentures tendered herewith in accordance with the terms
and conditions of the Exchange Offer (including, if the Exchange Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of Raytheon all right, title and interest in and to such Initial
Debentures as are being tendered herewith. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its agent and attorney-in-fact
(with full knowledge that the Exchange Agent is also acting as agent of Raytheon
in connection with the Exchange Offer) with respect to the tendered Initial
Debentures, with full power of substitution (such power of attorney being deemed
to be an irrevocable power coupled with an interest) subject only to the right
of withdrawal described in the Prospectus, to (i) deliver Certificates for
Initial Debentures to Raytheon together with all accompanying evidences of
transfer and authenticity to, or upon the order of, Raytheon, upon receipt by
the Exchange Agent, as the undersigned's agent, of the Exchange Debentures to be
issued in exchange for such Initial Debentures, (ii) present Certificates for
such Initial Debentures for transfer, and to transfer the Initial Debentures on
the books of Raytheon, and (iii) receive for the account of Raytheon all
benefits and otherwise exercise all rights of beneficial ownership of such
Initial Debentures, all in accordance with the terms and conditions of the
Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
INITIAL DEBENTURES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR
EXCHANGE, RAYTHEON WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO,
FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT
THE INITIAL DEBENTURES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR
PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL
DOCUMENTS DEEMED BY RAYTHEON OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE
TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE INITIAL DEBENTURES
TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE
REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 9, 1998, BETWEEN RAYTHEON AND
THE INITIAL PURCHASERS OF THE INITIAL DEBENTURES (THE "REGISTRATION RIGHTS
AGREEMENT"). THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE
EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Initial
Debentures tendered hereby should be printed above, if they are not already set
forth above, as they appear on the Certificates representing such Initial
Debentures. The Certificate number(s) and the Initial Debentures that the
undersigned wishes to tender should be indicated in the appropriate boxes above.
If any tendered Initial Debentures are not exchanged pursuant to the
Exchange Offer for any reason, or if Certificates are submitted for more Initial
Debentures than are tendered or accepted for exchange, Certificates for such
nonexchanged or nontendered Initial Debentures will be returned (or, in the case
of Initial Debentures tendered by book-entry transfer, such Initial Debentures
will be credited to an account maintained at DTC), without expense to the
tendering holder, promptly following the expiration or termination of the
Exchange Offer.
<PAGE>
-5-
The undersigned understands that tenders of Initial Debentures pursuant to
any one of the procedures described in "Exchange Offer--Procedures for Tendering
Initial Debentures" and "Description of Debentures--Book-Entry, Delivery and
Form" in the Prospectus and in the instruction attached hereto will, upon
Raytheon's acceptance for exchange of such tendered Initial Debentures,
constitute a binding agreement between the undersigned and Raytheon upon the
terms and subject to the conditions of the Exchange Offer. The undersigned
recognizes that, under certain circumstances set forth in the Prospectus,
Raytheon may not be required to accept for exchange any of the Initial
Debentures tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Initial Debentures
be issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Initial Debentures, that such Initial Debentures be credited to the
account indicated above maintained at DTC. If applicable, substitute
Certificates representing Initial Debentures not exchanged or not accepted for
exchange will be issued to the undersigned or, in the case of a book-entry
transfer of Initial Debentures, will be credited to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under "Special
Delivery Instructions," please deliver Initial Debentures to the undersigned at
the address shown below the undersigned's signature.
BY TENDERING INITIAL DEBENTURES AND EXECUTING THIS LETTER OF TRANSMITTAL,
THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN
"AFFILIATE" OF RAYTHEON, (II) ANY EXCHANGE DEBENTURES TO BE RECEIVED BY THE
UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS, (III) THE
UNDERSIGNED IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, AND HAS NO
ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN, A DISTRIBUTION
(WITHIN THE MEANING OF THE SECURITIES ACT) OF EXCHANGE DEBENTURES TO BE RECEIVED
IN THE EXCHANGE OFFER. BY TENDERING INITIAL DEBENTURES PURSUANT TO THE EXCHANGE
OFFER AND EXECUTING THIS LETTER OF TRANSMITTAL, A HOLDER OF INITIAL DEBENTURES
WHICH IS A BROKER-DEALER REPRESENTS AND AGREES, CONSISTENT WITH CERTAIN
INTERPRETIVE LETTERS ISSUED BY THE STAFF OF THE DIVISION OF CORPORATION FINANCE
OF THE SECURITIES AND EXCHANGE COMMISSION TO THIRD PARTIES, THAT (A) SUCH
INITIAL DEBENTURES HELD BY THE BROKER-DEALER ARE HELD ONLY AS A NOMINEE, OR (B)
SUCH INITIAL DEBENTURES WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT
AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL
DELIVER THE PROSPECTUS MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN
CONNECTION WITH ANY RESALE OF SUCH EXCHANGE DEBENTURES (PROVIDED THAT, BY SO
ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, SUCH BROKER-DEALER MAY NOT BE
DEEMED TO BE AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).
RAYTHEON HAS AGREED THAT, SUBJECT TO THE PROVISIONS OF THE REGISTRATION RIGHTS
AGREEMENT, THE PROSPECTUS, AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME, MAY BE USED BY A PARTICIPATING BROKER-DEALER (AS DEFINED BELOW) IN
CONNECTION WITH RESALES OF EXCHANGE DEBENTURES RECEIVED IN EXCHANGE FOR INITIAL
DEBENTURES, WHERE SUCH INITIAL DEBENTURES WERE ACQUIRED BY SUCH PARTICIPATING
BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR
OTHER TRADING ACTIVITIES, FOR A PERIOD ENDING 90 DAYS AFTER THE EXCHANGE OFFER
REGISTRATION STATEMENT IS DECLARED EFFECTIVE (SUBJECT TO EXTENSION UNDER CERTAIN
LIMITED CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS) OR, IF EARLIER, WHEN ALL SUCH
EXCHANGE DEBENTURES HAVE BEEN DISPOSED OF BY SUCH PARTICIPATING BROKER-DEALER.
IN THAT REGARD, EACH BROKER-DEALER WHO ACQUIRED INITIAL DEBENTURES FOR ITS OWN
ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER"), BY TENDERING SUCH INITIAL DEBENTURES AND
EXECUTING THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM
RAYTHEON OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH MAKES
ANY STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS UNTRUE IN
ANY MATERIAL RESPECT OR THAT REQUIRES THE MAKING OF ANY ADDITIONS TO OR CHANGES
IN THE PROSPECTUS IN ORDER TO MAKE THE STATEMENTS CONTAINED OR INCORPORATED BY
REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING OR OF THE OCCURRENCE OF CERTAIN OTHER EVENTS SPECIFIED IN THE
REGISTRATION RIGHTS
<PAGE>
-6-
AGREEMENT, SUCH PARTICIPATING BROKER-DEALER WILL SUSPEND THE SALE OF EXCHANGE
DEBENTURES PURSUANT TO THE PROSPECTUS UNTIL RAYTHEON HAS AMENDED OR SUPPLEMENTED
THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR OMISSION AND HAS FURNISHED COPIES
OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR
RAYTHEON HAS GIVEN NOTICE THAT THE SALE OF THE EXCHANGE DEBENTURES MAY BE
RESUMED, AS THE CASE MAY BE. IF RAYTHEON GIVES SUCH NOTICE TO SUSPEND THE SALE
OF THE EXCHANGE DEBENTURES, IT SHALL EXTEND THE 90-DAY PERIOD REFERRED TO ABOVE
DURING WHICH PARTICIPATING BROKER DEALERS ARE ENTITLED TO USE THE PROSPECTUS IN
CONNECTION WITH THE RESALE OF EXCHANGE DEBENTURES BY THE NUMBER OF DAYS DURING
THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE TO AND
INCLUDING THE DATE WHEN PARTICIPATING BROKER-DEALERS SHALL HAVE RECEIVED COPIES
OF THE SUPPLEMENTED OR AMENDED PROSPECTUS NECESSARY TO PERMIT RESALES OF THE
EXCHANGE DEBENTURES OR TO AND INCLUDING THE DATE ON WHICH RAYTHEON HAS GIVEN
NOTICE THAT THE SALE OF EXCHANGE DEBENTURES MAY BE RESUMED, AS THE CASE MAY BE.
Holders of Initial Debentures whose Initial Debentures are accepted for
exchange will not receive accrued interest on such Initial Debentures for any
period from and after the last Interest Payment Date to which interest has been
paid or duly provided for on such Initial Debentures prior to the original issue
date of the Exchange Debentures or, if no such interest has been paid or duly
provided for, will not receive any accrued interest on such Initial Debentures,
and the undersigned waives the right to receive any interest on such Initial
Debentures accrued from and after such Interest Payment Date or, if no such
interest has been paid or duly provided for, from and after _____, 1999.
The undersigned will, upon request, execute and deliver any additional
documents deemed by Raytheon to be necessary or desirable to complete the sale,
assignment and transfer of the Initial Debentures tendered hereby. All authority
herein conferred or agreed to be conferred in this Letter of Transmittal shall
survive the death or incapacity of the undersigned and any obligation of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy, legal
representatives, successors and assigns of the undersigned. Except as stated in
the Prospectus, this tender is irrevocable.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF INITIAL
DEBENTURES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
INITIAL DEBENTURES AS SET FORTH IN SUCH BOX.
HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 17)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Initial Debentures hereby tendered or on the register of
holders maintained by raytheon, or by any person(s) authorized to become the
registered holder(s) by endorsements and documents transmitted herewith
(including such opinions of counsel, certifications and other information as may
be required by raytheon or the trustee for the initial debentures to comply with
the restrictions on transfer applicable to the initial debentures). if
signature is by an attorney-in-fact, executor, administrator, trustee, guardian,
officer of a corporation or another acting in a fiduciary capacity or
representative capacity, please set forth the signer's full title. see
instruction 5.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
-7-
(SIGNATURE(S) OF HOLDER(S))
Date:_____________, 1999
Name(s)_________________________________________________________________
______________________________________________________________
(PLEASE PRINT)
Capacity (Full Title)___________________________________________________________
Address_________________________________________________________________
______________________________________________________________
______________________________________________________________
(INCLUDE ZIP CODE)
Area Code Telephone Number______________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5)
_______________________________________________________________________________
(AUTHORIZED SIGNATURE)
Date:___________, 1998
Name of Firm___________________________________________________________________
Capacity (full title)__________________________________________________
(PLEASE PRINT)
Address_________________________________________________________________________
______________________________________________________________
______________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number_________________________________________________
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the Exchange Debentures or Initial Debentures not
tendered are to be issued in the name of someone other than the registered
holder of the Initial Debentures whose name(s) appear(s) above.
ISSUE
[_] Initial Debentures not tendered to:
[_] Exchange Debentures, To:
Name(s)___________________________________________________________________
<PAGE>
-8-
Address_________________________________________________________________________
______________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number___________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if Exchange Debentures or Initial Debentures not tendered
are to be sent to someone other than the registered-holder of the Initial
Debentures whose name(s) appear(s) above, or such registered holder(s) at an
address other than that shown above.
Mail
[_] Initial Debentures not tendered to:
[_] Exchange Debentures, to:
Name(s)_____________________________________________________________
Address_____________________________________________________________
_________________________________________________________
(INCLUDE CODE)
Area Code and
Telephone Number_______________________________________________________________
_______________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES.
(A) If the holder is tendering Certificates, such holder must deliver
(i) the Certificate(s) representing the Initial Debentures tendered, (ii) a
properly completed and duly executed copy of this Letter of Transmittal and
(iii) any other documents required by this letter of transmittal, all of which
must be received by the exchange agent at its address set forth herein prior to
the Expiration Date.
(B) If the holder is tendering Initial Debentures by book-entry
transfer, such holder must (i) utilize DTC's ATOP system to tender such holder's
initial debentures, to an account established at DTC by the Exchange Agent, (ii)
make the agent's message and cause a timely confirmation of a book-entry
transfer (a "Book-Entry Confirmation") to be issued to the Exchange Agent or
deliver a properly completed and duly executed copy of this Letter of
Transmittal and (iii) deliver any other documents required by this Letter of
Transmittal, all of which must be received by the Exchange Agent at its DTC
account or address set forth herein prior to the Expiration Date.
<PAGE>
-9-
The method of delivery of certificates for Initial Debentures and all
other required documents is at the election and risk of the tendering holder and
delivery will be deemed made only when actually received by the Exchange Agent.
If delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. Instead of delivery by mail it is recommended that the
holder use an overnight or hand delivery service. In all cases, sufficient time
should be allowed to assure timely delivery. In no event should any initial
debentures or documentation be sent to Raytheon. Neither Raytheon nor the
registrar is under any obligation to notify any tendering holder of Raytheon's
acceptance of tendered Initial Debentures prior to the Expiration Date.
This Letter of Transmittal is to be completed either if (a) Certificates
are to be forwarded herewith or (b) tenders are to be made pursuant to the
procedures for tender by book-entry transfer set forth in "Exchange Offer--
Procedures for Tendering Initial Debentures" and "Description of Debentures--
Book-Entry, Delivery and Form" in the Prospectus. Certificates, or timely
confirmation of a book-entry transfer of such Initial Debentures into the
Exchange Agent's account at DTC, as well as this Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, and any other documents required by this Letter of
Transmittal (or electronic acknowledgment and agreement thereto in the case of
exchanges made through DTC's ATOP system), must be received by the Exchange
Agent at its address set forth herein on or prior to the Expiration Date.
Initial Debentures may be tendered in whole or in part in the principal amount
of $1,000 and integral multiples of $1,000 in excess thereof, provided that, if
any Initial Debentures are tendered for exchange in part, the untendered
principal amount thereof must be $1,000 or an integral multiple of $1,000 in
excess thereof.
Holders who wish to tender their Initial Debentures and (i) whose Initial
Debentures are not immediately available or (ii) who cannot deliver their
Initial Debentures, this Letter of Transmittal and all other required documents
to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot
complete the procedures for delivery by book-entry transfer on a timely basis,
may tender their Initial Debentures by properly completing and duly executing a
Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set
forth in "Exchange Offer--Procedures for Tendering Initial Debentures" in the
Prospectus. Pursuant to such procedures: (i) such tender must be made by or
through an Eligible Institution (as defined below); (ii) a properly completed
and duly executed Notice of Guaranteed Delivery, substantially in the form made
available by the Company, must be received by the Exchange Agent on or prior to
the Expiration Date; and (iii) the Certificates (or a Book-Entry Confirmation)
representing all tendered Initial Debentures, in proper form for transfer,
together with a Letter of Transmittal (or facsimile thereof) or a properly
transmitted Agent's Message, properly completed and duly executed, with any
required signature guarantees and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent within three business days
after the date of execution of such Notice of Guaranteed Delivery, all as
provided in "Exchange Offer--Procedures for Tendering Initial Debentures" in the
Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such Notice. For Initial
Debentures to be properly tendered pursuant to the guaranteed delivery
procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or
prior to the Expiration Date. As used herein and in the Prospectus, "eligible
institution" means a firm or other entity identified in rule 17ad-15 under the
exchange act as "an eligible guarantor institution," including (as such terms
are defined therein) (i) a bank; (ii) a broker, dealer, municipal securities
broker or dealer or government securities broker or dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association (as that term is defined in
Section 3(b) of the Federal Deposit Insurance Act).
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES.
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. NO INITIAL
DEBENTURES OR LETTERS OF TRANSMITTAL SHOULD BE SENT TO RAYTHEON.
<PAGE>
-10-
Raytheon will not accept any alternative, conditional or contingent
tenders. each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance of
such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter Of
Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder (which
term, for purposes of this document, shall include any participant in
DTC whose name appears on the register of holders maintained by
Raytheon as the owner of the Initial Debentures) of Initial Debentures
tendered herewith, unless such holder(s) has completed either the box
entitled "Special Issuance Instructions" or the box entitled "Special
Delivery Instructions" above, or
(ii) such Initial Debentures are tendered for the account of a firm that is
an Eligible Institution.
In all other cases, an Eligible Institution must guarantee the signatures
on this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Initial Debentures" is inadequate, the Certificate number(s)
and/or the principal amount of Initial Debentures and any other required
information should be listed on a separate signed schedule which is attached to
this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Initial Debentures
will be accepted only in the principal amount of $1,000 and integral multiples
of $1,000 in excess thereof, provided that if any Initial Debentures are
tendered for exchange in part, the untendered principal amount thereof must be
$1,000 or an integral multiple of $1,000 in excess thereof. If less than all the
Initial Debentures evidenced by any Certificate submitted are to be tendered,
fill in the principal amount of Initial Debentures which are to be tendered in
the box entitled "Principal Amount of Initial Debentures Tendered (if less than
all)." In such case, new Certificate(s) for the remainder of the Initial
Debentures that were evidenced by your old Certificate(s) will only be sent to
the holder of the Existing Security, promptly after the Expiration Date. All
Initial Debentures represented by Certificates delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Initial Debentures may be
withdrawn at any time on or prior to 5:00 p.m., New York City time, on the
business day prior to the Expiration Date. In order for a withdrawal to be
effective on or prior to that time, a written, telegraphic, telex or facsimile
transmission of such notice of withdrawal must be timely received by the
Exchange Agent at one of its addresses set forth above or in the Prospectus no
later than 5:00 P.M. of the business day prior to the Expiration Date. Any such
notice of withdrawal must (i) specify the name of the person having tendered the
Initial Debentures to be withdrawn (the "Depositor") the name in which the
Initial Debentures are registered (or, if tendered by book-entry transfer, the
name of the participant in DTC whose name appears on a security participant
listing as the owner of such Initial Debentures) if different from that of the
Depositor, (ii) identify the Initial Debentures to be withdrawn (including the
certificate number or numbers of the certificate or certificates representing
such Initial Debentures and the aggregate principal amount of such Initial
Debentures), (iii) be signed by the holder in the same manner as the original
signature on the Letter of Transmittal by which such Initial Debentures were
tendered (including any required signature guarantees) or be accompanied by
documents of transfer sufficient to permit the Transfer Agent of such Initial
Debentures to register the transfer of such Initial Debentures into the name of
the person withdrawing the tender and (iv) specify the name in which any such
Initial Debentures are to be registered, if different from the Depositor. If
Initial Debentures have been tendered pursuant to the procedures for book-entry,
transfer set forth in the Prospectus under "Exchange Offer--Procedures for
Tendering Initial Debentures" and "Description of Debentures--Book-Entry,
Delivery and Form," the notice of withdrawal must specify the name and number of
the account at DTC to be credited with the withdrawal of Initial Debentures, in
which case a notice of withdrawal will be effective if delivered to the Exchange
Agent by written, telegraphic, telex or facsimile transmission. Withdrawals of
tenders of Initial Debentures may not be rescinded. Initial Debentures properly
withdrawn will not be deemed validly tendered for purposes of the Exchange
Offer, but may be retendered at any subsequent time on or prior to the
Expiration Date by following any of the procedures described in the Prospectus
under "Exchange Offer--Procedures for Tendering Initial Debentures" and
"Description of Debentures--Book-Entry, Delivery and Form."
<PAGE>
-11-
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by Raytheon, in its sole
discretion, whose determination shall be final and binding on all parties. None
of Raytheon, any affiliates or assigns of Raytheon, the Exchange Agent or any
other person shall be under any duty to give any notification of any
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification. Any Initial Debentures which have been tendered but
which are withdrawn will be returned to the holder thereof without cost to such
holder promptly after withdrawal.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Initial
Debentures tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the Certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the Initial Debentures tendered hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Initial Debentures are registered in different name(s) on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are different
registrations of Certificates.
If this Letter of Transmittal or any Certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary, or representative capacity,
such persons should so indicate when signing and must submit proper evidence
satisfactory, to Raytheon, in its sole discretion, of each such person's
authority so to act.
When this Letter of Transmittal is signed by the registered owner(s) of the
Initial Debentures listed and transmitted hereby, no endorsement(s) of
Certificate(s) or separate bond power(s) are required unless Exchange Debentures
are to be issued in the name of a person other than the registered holder(s).
Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Initial Debentures listed, the Certificates must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
or names of the registered owner(s) appear(s) on the Certificates, and also must
be accompanied by such opinions of counsel, certifications and other information
as Raytheon or the Trustee for the Initial Debentures may require in accordance
with the restrictions on transfer applicable to the Initial Debentures.
Signatures on such Certificates or bond powers must be guaranteed by an Eligible
Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Debentures are
to be issued in the name of a person other than the signer of this Letter of
Transmittal, or if Exchange Debentures are to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Initial Debentures not exchanged will be returned by mail or,
if tendered by book-entry transfer, by crediting the account indicated above
maintained at DTC. See Instruction 4.
7. IRREGULARITIES. Raytheon will determine, in its sole discretion, all
questions as to the form of documents, validity, eligibility (including time of
receipt) and acceptance for exchange of any tender of Initial Debentures, which
determination shall be final and binding on all parties. Raytheon reserves the
absolute right to reject any and all tenders that it determines are not in
proper form or the acceptance of which, or exchange for which, may, in the view
of counsel to Raytheon, be unlawful. Raytheon also reserves the absolute right,
subject to applicable law, to waive any of the conditions of the Exchange Offer
set forth in the Prospectus under "Exchange Offer--Certain Conditions to the
Exchange Offer" and "Description of Debentures--Book-Entry, Delivery and Form"
or any conditions or irregularity in any tender of Initial Debentures of any
particular holder whether or not similar conditions or irregularities are waived
in the case of other holders. Raytheon 's interpretation of the terms and
conditions of the Exchange Offer (including this Letter of Transmittal and the
instructions hereto) will be final and binding. No tender of Initial Debentures,
will be deemed to have been validly made until all irregularities with respect
to such tender have been cured or waived. Neither Raytheon, any affiliates or
assigns of Raytheon, the
<PAGE>
-12-
Exchange Agent, or any other person shall be under any duty to give notification
of any irregularities in tenders or incur any liability for failure to give such
notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Exchange Agent at its address and
telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income
tax law, a holder whose tendered Initial Debentures are accepted for exchange is
required to provide the Exchange Agent with such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 below. If the Exchange
Agent is not provided with the correct TIN, the Internal Revenue Service (the
"IRS") may subject the holder or other payee to a $50 penalty. In addition,
payments to such holders or other payees with respect to Initial Debentures
exchanged pursuant to the Exchange Offer may be subject to 31% backup
withholding.
The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 2 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
Awaiting Taxpayer Number is completed, the Exchange Agent will withhold 31% of
all payments made prior to the time a properly certified TIN is provided to the
Exchange Agent. The Exchange Agent will retain such amounts, withheld during the
60 day period following the date of the Substitute Form W-9. If the holder
furnishes the Exchange Agent with its TIN within 60 days after the date of the
Substitute Form W-9, the amounts retained during the 60 day period will be
remitted to the holder and no further amounts shall be retained or withheld from
payments made to the holder thereafter. If, however, the holder has not provided
the Exchange Agent with its TIN within such 60 day period, amounts withheld will
be remitted to the IRS as backup withholding. In addition, 31% of all payments
made thereafter will be withheld and remitted to the IRS until a correct TIN is
provided.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Initial Debentures or of the last transferal appearing, on the transfers
attached to, or endorsed on, the Initial Debentures. If the Initial Debentures
are registered in more than one name or are not in the name of the actual owner,
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the face
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed IRS Form W-8,
signed under penalties of perjury, attesting to that holder's exempt status.
Please consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
holders are exempt from backup withholding.
Backup Withholding is not an additional U.S. Federal income tax. Rather,
the U.S. Federal income tax liability of a person subject to backup withholding
will be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained.
10. WAIVER OF CONDITIONS. Raytheon reserves the absolute right to waive
satisfaction of any or all conditions enumerated in the Prospectus.
11. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Initial
Debentures, by execution of this Letter of Transmittal, shall waive any right to
receive notice of the acceptance of their Initial Debentures for exchanges.
<PAGE>
-13-
Neither Raytheon, any affiliates or assigns of Raytheon, the Exchange Agent
nor any other person is obligated to give notice of any defect or irregularity
with respect to any tender of Initial Debentures nor shall any of them incur any
liability for failure to give any such notice.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s)
representing Initial Debentures have been lost, destroyed or stolen, the holder
should promptly notify the Exchange Agent. The holder will then be instructed as
to the steps that must be taken in order to replace the Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen Certificate(s) have been
followed.
13. SECURITY TRANSFER TAXES. Holders who tender their Initial Debentures
for exchange will not be obligated to pay any transfer taxes in connection
therewith. If, however, Initial Debentures are to be delivered to, or are to be
issued in the name of, any person other than the registered holder of the
Initial Debentures tendered, or if a transfer tax is imposed for any reason
other than the exchange of Initial Debentures in connection with the Exchange
Offer, then the amount of any such transfer tax (whether imposed on the
registered holder or any other persons) will be payable by the tendering holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the Letter of Transmittal, the amount of such transfer taxes will
be billed directly to such tendering holder.
14. INCORPORATION OF LETTER OF TRANSMITTAL. This Letter of Transmittal
shall be deemed to be incorporated in and acknowledged and accepted by any
tender through DTC's ATOP procedures by any DTC participant on behalf of itself
and the beneficial owners of any Initial Debentures tendered by book-entry
transfer.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF)
AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE
EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE. TO BE
COMPLETED BY ALL TENDERING SECURITYHOLDERS
(See Instruction 1)
<PAGE>
-14-
PAYER'S NAME: ___________________
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
PART 1 - PLEASE PROVIDE TIN:
YOUR TIN ON THE LINE AT ---------------------
RIGHT AND CERTIFY BY Social Security Number or
SIGNING AND DATING BELOW Employer Identification Number
--------------------------------------------------------------------------------------
PART 2 - TIN APPLIED FOR
--------------------------------------------------------------------------------------
<S> <C>
SUBSTITUTE CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
Form W-9 (1) the number shown on this form is my correct taxpayer identification number (or
Department of The Treasury I am waiting for a number to be issued to me).
Internal Revenue Service
(2) I am not subject to backup withholding either because (I) I am exempt from
Payor's Request for Taxpayer backup withholding, (ii) I have not been notified by the internal revenue
Identification Number ("TIN") service ("IRS") that I am subject to backup withholding as a result of a
and Certification failure to report all interest or dividends, or (iii) the IRS has notified me
that I am no longer subject to backup withholding, and
(3) any other information provided on this form is true and correct.
Signature Date , 1999
------------------------- ----------
- -----------------------------------------------------------------------------------------------------------------------
You must cross out item (iii) in Part (2) above if you have been notified by the
IRS that you are subject to backup withholding because of underreporting
interest or dividends on your tax return and you have not been notified by the
IRS that you are no longer subject to backup withholding.
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
<PAGE>
-15-
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 31% of all
payments made to me on account of the Initial Debentures shall be retained until
I provide a taxpayer identification number to the Exchange Agent and that, if I
do not provide my taxpayer identification number within 60 days, such retained
amounts shall be remitted to the Internal Revenue Service as backup withholding
and 31% of all reportable payments made to me thereafter will be withheld and
remitted to the Internal Revenue Service until I provide a taxpayer
identification number.
Signature Date , 1999
------------------- ---------------
- --------------------------------------------------------------------------------
<PAGE>
Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
ANY AND ALL OUTSTANDING
6% Debentures Due 2010
AND
6.40% Debentures Due 2018
OF
RAYTHEON COMPANY
FULLY AND UNCONDITIONALLY GUARANTEED
BY __________________
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for Initial Debentures (as defined below) are not immediately
available for surrender, (ii) Initial Debentures, the Letter of Transmittal and
all other required documents cannot be delivered to The Bank of New York (the
"Exchange Agent") on or prior to 5:00 P.M. New York City time, on the expiration
date referenced in the Prospectus relating to the Exchange Offer (the
"Expiration Date"), or (iii) the procedures for delivery by book-entry transfer
cannot be completed on a timely basis. This Notice of Guaranteed Delivery may
be delivered by hand, overnight courier or mail, or transmitted by facsimile
transmission, to the Exchange Agent. See "The Exchange Offer--Procedures for
Tendering Initial Debentures" in the Prospectus. In addition, in order to
utilize the guaranteed delivery procedure to tender Initial Debentures pursuant
to the Exchange Offer, a completed, signed and dated Letter of Transmittal
relating to the Initial Debentures (or facsimile thereof) must also be received
by the Exchange Agent on or prior to 5:00 P.M. New York City time. Capitalized
terms not defined herein have the meanings assigned to them in the Prospectus.
The Exchange Agent for the Exchange Offer is:
The Bank of New York
<TABLE>
<S> <C> <C>
By Registered or Certified Mail Facsimile Transmissions: By Hand Or Overnight Delivery
(Eligible Institutions Only)
The Bank of New York (212) 815-6339 The Bank of New York
Corporate Trust Division Corporate Trust Division
101 Barclay Street, 21 W To Confirm by Telephone: 101 Barclay Street, 21 W
New York, New York 10286 (212) 815-5076 New York, New York 10286
Attention: Diane Amoroso Attention: Diane Amoroso
</TABLE>
<PAGE>
-2-
Delivery of this Notice Of Guaranteed Delivery to an address other than as
set forth above or transmission of this Notice of Guaranteed Delivery via
facsimile to a number other than as set forth above will not constitute a valid
delivery.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Raytheon Company, a Delaware Corporation
("Raytheon"), upon the terms and subject to the conditions set forth in the
Prospectus dated ______, 1999 (as the same may be amended or supplemented from
time to time, the "Prospectus"), and the related Letter of Transmittal (which
together constitute the "Exchange Offer"), receipt of which is hereby
acknowledged, the aggregate principal amount of 6% Debentures Due 2010, or 6.40%
Debentures Due 2018, of Raytheon (the "Initial Debentures") set forth below
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
the caption "The Exchange Offer--Procedures for Tendering Initial Debentures."
Aggregate Principal Amount Name(s) of Registered Holder(s):_________________
Tendered: $______________ _______________________________________________
Certificate No(s)
(if available):_____________________
_________________________________
(Total Principal Amount Represented by
Initial Debentures Certificate(s))
$________________________________
If Initial Debentures will be tendered by book-entry transfer, provide the
following information:
DTC Account Number:______________________
Date:______________________________________
_____________________________________
Must be in denominations of a principal amount of $1,000 and an integral
multiple thereof.
<PAGE>
-3-
- -------------------------------------------------------------------------------
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs personal representatives, successors
and assigns of the undersigned.
- -------------------------------------------------------------------------------
PLEASE SIGN HERE
X_____________________________ ___________________
X_____________________________ ___________________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number:______________________________________
Must be signed by the holder(s) of the Initial Debentures as their name(s)
appear(s) on certificates for Initial Debentures or on a security position
listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer or other person acting in a fiduciary or representative capacity,
such person must set forth his or her full title below.
Please print name(s) and address(es)
Name(s):
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
Capacity:
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
Address(es):
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
<PAGE>
-4-
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
learning agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at one of its addresses set forth above, either the Initial
Debentures tendered hereby in proper form for transfer, or confirmation of the
book-entry transfer of such Initial Debentures to the Exchange Agent's account
at The Depositary Trust Company ("DTC"), pursuant to the procedures for book-
entry transfer set forth in the Prospectus, in either case together with one or
more properly completed and duly executed Letter(s) of Transmittal (or facsimile
thereof) and any other required documents within five business days after the
date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Initial Debentures tendered hereby to the Exchange Agent
within the time period set forth above and that failure to do so could result in
a financial loss to the undersigned.
______________________________ __________________________________
Name of Firm Authorized Signature
______________________________ __________________________________
Address Title
______________________________ __________________________________
Zip Code (Please Type or Print)
Area Code and Telephone No._______ Dated:___________________
NOTE: DO NOT SEND CERTIFICATES FOR INITIAL DEBENTURES WITH THIS FORM.
CERTIFICATES FOR INITIAL DEBENTURES SHOULD ONLY BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
<PAGE>
EXHIBIT 99.3
_______, 1999
EXCHANGE AGENT AGREEMENT
------------------------
The Bank of New York
Corporate Trust Division
101 Barclay Street, 21W
New York, New York 10286
Ladies and Gentlemen:
Raytheon Company (the "Company") proposes to make an offer (the "Exchange
------- --------
Offer") to exchange its outstanding 6% Debentures Due 2010 (the "Initial
- ----- -------
Debentures Due 2010") and 6.40% Debentures Due 2018 (the "Initial Debentures Due
- ------------------- ----------------------
2018", and collectively with the Initial Debentures Due 2010, the "Initial
- ---- -------
Debentures"), for 6% Exchange Debentures due 2010 (the "Exchange Debentures Due
- ---------- -----------------------
2010") and 6.40% Exchange Debentures due 2018 (the "Exchange Debentures Due
- ---- -----------------------
2018" and collectively with the Exchange Debentures Due 2010, the "Exchange
- ---- --------
Debentures"), respectively. The terms and conditions of the Exchange Offer as
- ----------
currently contemplated are set forth in a prospectus, dated ________, 1999 (the
"Prospectus"), and a letter of transmittal (the "Letter of Transmittal"), which
---------- ---------------------
are proposed to be distributed to all record holders of the Initial Debentures.
The Initial Debentures and the Exchange Debentures are collectively referred to
herein as the "Debentures."
----------
The Company hereby appoints The Bank of New York to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
-------- -----
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is expected to be commenced by the Company on or about
_______, 1999. The Letter of Transmittal accompanying the Prospectus (or in the
case of book entry Debentures, the ATOP system) is to be used by the holders of
the Initial Debentures to accept the Exchange Offer and contains instructions
with respect to the delivery of certificates for Initial Debentures tendered in
connection therewith.
The Exchange Offer shall expire at 5:00 P.M., New York City time, on
_______, 1999 or on such later date or time to which the Company may extend the
Exchange Offer (the "Expiration Date"). Subject to the terms and conditions set
forth in the Prospectus, the Company expressly reserves the right to extend the
Exchange Offer from time to time and may extend the Exchange Offer by giving
oral (confirmed in writing) or written notice to you before 9:00 A.M., New York
City time, on the business day following the previously scheduled Expiration
Date.
<PAGE>
The Bank of New York
Corporate Trust Division
_________, 1999
Page -2-
The Company expressly reserves the right to amend or terminate the Exchange
Offer, and not to accept for exchange any Initial Debentures not theretofore
accepted for exchange, upon the occurrence of any of the conditions of the
Exchange Offer specified in the Prospectus under the caption "Exchange Offer --
Certain Conditions to the Exchange Offer." The Company will give oral
(confirmed in writing) or written notice of any amendment, termination or
nonacceptance to you as promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in accordance
with the following instructions:
1. You will perform such duties and only such duties as are specifically
set forth in the section of the Prospectus captioned "Exchange Offer" or as
specifically set forth herein; provided, however, that in no way will your
-------- -------
general duty to act in good faith be discharged by the foregoing.
2. You will establish an account with respect to the Initial Debentures at
The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes
of the Exchange Offer within two business days after the date of the Prospectus,
and any financial institution that is a participant in the Book-Entry Transfer
Facility's systems may make book-entry delivery of the Initial Debentures by
causing the Book-Entry Transfer Facility to transfer such Initial Debentures
into your account in accordance with the Book-Entry Transfer Facility's
procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and certificates
for Initial Debentures (or confirmation of book-entry transfer into your account
at the Book-Entry Transfer Facility) and any other documents delivered or mailed
to you by or for holders of the Initial Debentures to ascertain whether: (i) the
Letters of Transmittal and any such other documents are duly executed and
properly completed in accordance with instructions set forth therein and (ii)
the Initial Debentures have otherwise been properly tendered. In each case
where the Letter of Transmittal or any other document has been improperly
completed or executed or any of the certificates for Initial Debentures are not
in proper form for transfer or some other irregularity in connection with the
acceptance of the Exchange Offer exists, you will endeavor to inform the
presenters of the need for fulfillment of all requirements and to take any other
action as may be necessary or advisable to cause such irregularity to be
corrected.
4. With the approval of the Chief Executive Officer, Chief Financial
Officer or Senior Vice President and Secretary of the Company (such approval, if
given orally, to be confirmed in writing) or any other party designated by such
an officer in writing, you are authorized to waive any irregularities in
connection with any tender of Initial Debentures pursuant to the Exchange Offer.
<PAGE>
The Bank of New York
Corporate Trust Division
_________, 1999
Page -3-
5. Tenders of Initial Debentures may be made only as set forth in the
Letter of Transmittal and in the section of the Prospectus captioned "Exchange
Offer -- Procedures for Tendering Initial Debentures", and Initial Debentures
shall be considered properly tendered to you only when tendered in accordance
with the procedures set forth therein.
Notwithstanding the provisions of this paragraph 5, Initial Debentures
which the Chief Executive Officer, Chief Financial Officer or Senior Vice
President and Secretary of the Company shall approve as having been properly
tendered shall be considered to be properly tendered (such approval, if given
orally, shall be confirmed in writing).
6. You shall advise the Company with respect to any Initial Debentures
received subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Initial Debentures.
7. You shall accept tenders:
(a) in cases where the Initial Debentures are registered in two or more
names only if signed by all named holders;
(b) in cases where the signing person (as indicated on the Letter of
Transmittal) is acting in a fiduciary or a representative capacity only when
proper evidence of his or her authority so to act is submitted; and
(c) from persons other than the registered holder of Initial Debentures
provided that customary transfer requirements (including those imposed by the
Indenture), including any applicable transfer taxes, are fulfilled.
You shall accept partial tenders of Initial Debentures where so indicated
and as permitted in the Letter of Transmittal and return any untendered Initial
Debentures to the holder (or such other person as may be designated in the
Letter of Transmittal) as promptly as practicable after expiration or
termination of the Exchange Offer.
8. Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Company will notify you (such notice if given orally, to be confirmed
in writing) of its acceptance, promptly after the Expiration Date, of all
Initial Debentures properly tendered and you, on behalf of the Company, will
exchange such Initial Debentures for Exchange Debentures and cause such Initial
Debentures to be cancelled. Delivery of Exchange Debentures will be made on
behalf of the Company by you at the rate of
<PAGE>
The Bank of New York
Corporate Trust Division
_________, 1999
Page -4-
$1,000 principal amount of Exchange Debentures for each $1,000 principal amount
of the corresponding series of Initial Debentures tendered promptly after notice
(such notice if given orally, to be confirmed in writing) of acceptance of said
Initial Debentures by the Company; provided, however, that in all cases, Initial
-------- -------
Debentures tendered pursuant to the Exchange Offer will be exchanged only after
timely receipt by you of certificates for such Initial Debentures (or
confirmation of book-entry transfer into your account at the Book-Entry Transfer
Facility), a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) with any required signature guarantees and any other required
documents. You shall issue Exchange Debentures only in denominations of $1,000
or an integral multiple thereof.
9. Tenders pursuant to the Exchange Offer are irrevocable, except that,
subject to the terms and upon the conditions set forth in the Prospectus and the
Letter of Transmittal, Initial Debentures tendered pursuant to the Exchange
Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on
the business day prior to the Expiration Date.
10. The Company shall not be required to exchange any Initial Debentures
tendered if any of the conditions set forth in the Exchange Offer are not met.
Notice of any decision by the Company not to exchange any Initial Debentures
tendered shall be given (and confirmed in writing) by the Company to you.
11. If, pursuant to the Exchange Offer, the Company does not accept for
exchange all or part of the Initial Debentures tendered because of an invalid
tender, the occurrence of certain other events set forth in the Prospectus under
the caption "Exchange Offer -- Certain Conditions to the Exchange Offer" or
otherwise, you shall as soon as practicable after the expiration or termination
of the Exchange Offer return those certificates for unaccepted Initial
Debentures (or effect appropriate book-entry transfer), together with any
related required documents and the Letters of Transmittal relating thereto that
are in your possession, to the persons who deposited them.
12. All certificates for reissued Initial Debentures, unaccepted Initial
Debentures or for Exchange Debentures shall be forwarded by first-class mail.
13. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any person to solicit tenders.
14. As Exchange Agent hereunder you:
(a) shall have no duties or obligations other than those specifically set
forth herein or as may be subsequently agreed to in writing by you and the
Company;
<PAGE>
The Bank of New York
Corporate Trust Division
_________, 1999
Page -5-
(b) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of any of
the certificates or the Initial Debentures represented thereby deposited with
you pursuant to the Exchange Offer, and will not be required to and will make no
representation as to the validity, value or genuineness of the Exchange Offer;
(c) shall not be obligated to take any legal action hereunder which might
in your reasonable judgment involve any expense or liability, unless you shall
have been furnished with reasonable and customary indemnity;
(d) may reasonably rely on and shall be protected in acting in reliance
upon any certificate, instrument, opinion, notice, letter, telegram or other
document or security delivered to you and reasonably believed by you to be
genuine and to have been signed by the proper party or parties;
(e) may reasonably act upon any tender, statement, request, comment,
agreement or other instrument whatsoever not only as to its due execution and
validity and effectiveness of its provisions, but also as to the truth and
accuracy of any information contained therein, which you shall in good faith
believe to be genuine or to have been signed or represented by a proper person
or persons;
(f) may rely on and shall be protected in acting upon written or oral
instructions from the Chief Executive Officer, Chief Financial Officer and
Senior Vice President and Secretary of the Company;
(g) may consult with your counsel with respect to any questions relating to
your duties and responsibilities and the advice or opinion of such counsel shall
be full and complete authorization and protection in respect of any action
taken, suffered or omitted to be taken by you hereunder in good faith and in
accordance with the advice or opinion of such counsel; and
(h) shall not advise any person tendering Initial Debentures pursuant to
the Exchange Offer as to the wisdom of making such tender or as to the market
value or decline or appreciation in market value of any Initial Debentures.
15. You shall take such action as may from time to time be requested by
the Company or its counsel (and such other action as you may reasonably deem
appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the
Notice of Guaranteed Delivery (as defined in the Prospectus) or such other forms
as may be approved from time to time by the Company, to all persons requesting
such documents and to accept and comply with telephone requests for information
relating to the Exchange Offer,
<PAGE>
The Bank of New York
Corporate Trust Division
_________, 1999
Page -6-
provided that such information shall relate only to the procedures for accepting
- --------
(or withdrawing from) the Exchange Offer. The Company will furnish you with
copies of such documents at your request. All other requests for information
relating to the Exchange Offer shall be directed to the Company, Attention:
Secretary.
16. You shall advise by facsimile transmission or telephone, and promptly
thereafter confirm in writing to the Chief Financial Officer of the Company, its
counsel Bingham Dana LLP, and such other person or persons as it may request,
daily (and more frequently during the week immediately preceding the Expiration
Date and if otherwise requested) up to and including the Expiration Date, as to
the number of Initial Debentures which have been tendered pursuant to the
Exchange Offer and the items received by you pursuant to this Agreement,
separately reporting and giving cumulative totals as to items properly received
and items improperly received. In addition, you will also inform, and cooperate
in making available to, the Company, its counsel Bingham Dana LLP, or any such
other person or persons upon oral request made from time to time prior to the
Expiration Date of such other information as it or he or she reasonably
requests. Such cooperation shall include, without limitation, the granting by
you to the Company and such person as the Company may request of access to those
persons on your staff who are responsible for receiving tenders, in order to
ensure that immediately prior to the Expiration Date the Company shall have
received information in sufficient detail to enable it to decide whether to
extend the Exchange Offer. You shall prepare a final list of all persons whose
tenders were accepted, the aggregate principal amount of Initial Debentures
tendered, the aggregate principal amount of Initial Debentures accepted and
deliver said list to the Company and Bingham Dana LLP.
17. Letters of Transmittal and Notices of Guaranteed Delivery shall be
stamped by you as to the date and the time of receipt thereof and shall be
preserved by you for a period of time at least equal to the period of time you
preserve other records pertaining to the transfer of securities. You shall
dispose of unused Letters of Transmittal and other surplus materials by
returning them to the Company.
18. You hereby expressly waive any lien, encumbrance or right of set-off
whatsoever that you may have with respect to funds deposited with you for the
payment of transfer taxes by reasons of amounts, if any, borrowed by the
Company, or any of its subsidiaries or affiliates pursuant to any loan or credit
agreement with you or for compensation owed to you hereunder.
19. For services rendered as Exchange Agent hereunder, you shall be
entitled to such compensation as set forth on Schedule I attached hereto.
-------- -
20. You hereby acknowledge receipt of the Prospectus and the Letter of
Transmittal and further acknowledge that you have examined each of them. Any
<PAGE>
The Bank of New York
Corporate Trust Division
_________, 1999
Page -7-
inconsistency between this Agreement, on the one hand, and the Prospectus and
the Letter of Transmittal (as they may be amended from time to time), on the
other hand, shall be resolved in favor of the latter two documents, except with
respect to the duties, liabilities and indemnification of you as Exchange Agent,
which shall be controlled by this Agreement.
21. The Company covenants and agrees to indemnify and hold you harmless in
your capacity as Exchange Agent hereunder against any loss, liability, cost or
expense, including attorneys' fees and expenses, arising out of or in connection
with any act, omission, delay or refusal made by you in reliance upon any
signature, endorsement, assignment, certificate, order, request, notice,
instruction or other instrument or document reasonably believed by you to be
valid, genuine and sufficient and in accepting any tender or effecting any
transfer of Initial Debentures reasonably believed by you in good faith to be
authorized, and in delaying or refusing in good faith to accept any tenders or
effect any transfer of Initial Debentures; provided, however, that the Company
-------- -------
shall not be liable for indemnification or otherwise for any loss, liability,
cost or expense to the extent arising out of your negligence, bad faith or
willful misconduct. In no case shall the Company be liable under this indemnity
with respect to any claim against you unless the Company shall be notified by
you, by letter or by facsimile confirmed by letter, of the written assertion of
a claim against you or of any other action commenced against you, promptly after
you shall have received any such written assertion or notice of commencement of
action. The Company shall be entitled to participate at its own expense in the
defense of any such claim or other action, and, if the Company so elects, the
Company shall assume the defense of any suit brought to enforce any such claim.
In the event that the Company shall assume the defense of any such suit, the
Company shall not be liable for the fees and expenses of any additional counsel
thereafter retained by you so long as the Company shall retain counsel
satisfactory to you to defend such suit, and so long as you have not determined,
in your reasonable judgment, that a conflict of interest exists between you and
the Company.
22. You shall arrange to comply with all requirements under the tax laws
of the United States, including those relating to missing Tax Identification
Numbers, and shall file any appropriate reports with the Internal Revenue
Service. The Company understands that you are required to deduct 31% on
payments to holders who have not supplied their correct Taxpayer Identification
Number or required certification. Such funds will be turned over to the
Internal Revenue Service in accordance with applicable regulations.
23. You shall deliver or cause to be delivered, in a timely manner to each
governmental authority to which any transfer taxes are payable in respect of the
exchange of Initial Debentures, the Company's check in the amount of all
transfer taxes so payable, and the Company shall reimburse you for the amount of
any and all transfer
<PAGE>
The Bank of New York
Corporate Trust Division
_________, 1999
Page -8-
taxes payable in respect of the exchange of Initial Debentures; provided,
--------
however, that you shall reimburse the Company for amounts refunded to you in
- -------
respect of your payment of any such transfer taxes, at such time as such refund
is received by you.
24. This Agreement and your appointment as Exchange Agent hereunder shall
be construed and enforced in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely within such state,
and without regard to conflicts of law principles, and shall inure to the
benefit of, and the obligations created hereby shall be binding upon, the
successors and assigns of each of the parties hereto.
25. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
26. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
27. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, cancelled or waived, in whole or in part, except by a
written instrument signed by a duly authorized representative of the party to be
charged. This Agreement may not be modified orally.
28. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be given to such party, addressed to it, at its
address or telecopy number set forth below:
If to the Company:
Raytheon Company
141 Spring Street
Lexington, Massachusetts 02173
Facsimile:
Attention: Thomas D. Hyde, Esq.
Senior Vice President and Secretary
<PAGE>
The Bank of New York
Corporate Trust Division
_________, 1999
Page -9-
with a copy to:
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
Facsimile: (617) 951-8736
Attention: Michael P. O'Brien, Esq.
Johan V. Brigham, Esq.
If to the Exchange Agent:
The Bank of New York
101 Barclay Street, 21W
New York, New York 10286
Facsimile: (212) 815-5915
Attention: Corporate Trust Division
29. Unless terminated earlier by the parties hereto, this Agreement shall
terminate 90 days following the Expiration Date. Notwithstanding the foregoing,
Paragraphs 19, 21 and 23 shall survive the termination of this Agreement. Upon
any termination of this Agreement, you shall promptly deliver to the Company any
certificates for Debentures, funds or property then held by you as Exchange
Agent under this Agreement.
30. This Agreement shall be binding and effective as of the date hereof.
Please acknowledge receipt of this Agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy.
RAYTHEON COMPANY
By:
-------------------------------------
Name:
Title:
<PAGE>
The Bank of New York
Corporate Trust Division
_________, 1999
Page -10-
Accepted as of the date
first above written:
THE BANK OF NEW YORK, as Exchange Agent
By:
-------------------------------
Name:
Title:
<PAGE>
SCHEDULE I
FEES
$3,500 Acceptance Fee
$500 per each extension of Exchange Offer
