<PAGE>
As filed with the Securities and Exchange Commission on July 14, 2000
Registration No.333-40646
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-Effective
Amendment No.1 to
_________________
FORM S-4/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
RAYTHEON COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 3812 95-1778500
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</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)
____________________
Thomas D. Hyde, Esq. Copy to:
Senior Vice President and Michael P. O'Brien, Esq.
General Counsel Bingham Dana LLP
Raytheon Company 150 Federal Street
141 Spring Street Boston, MA 02110
Lexington, Massachusetts, 02421 (617) 951-8000
(781) 862-6600
(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. [_]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit /(1)/ Price Registration
Fee/(2)(3)/
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Floating Rate Exchange Notes Due 2002 $200,000,000 100% $200,000,000 $ 52,800
-------------------------------------------------------------------------------------------------------------------------------
7.90% Exchange Notes Due 2003 $800,000,000 100% $800,000,000 $211,200
-------------------------------------------------------------------------------------------------------------------------------
8.20% Exchange Notes Due 2006 $850,000,000 100% $850,000,000 $224,400
-------------------------------------------------------------------------------------------------------------------------------
8.30% Exchange Notes Due 2010 $400,000,000 100% $400,000,000 $105,600
-------------------------------------------------------------------------------------------------------------------------------
</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 Floating
Rate Notes Due 2002, 7.90% Notes Due 2003, 8.20% Notes Due 2006 and
8.30% Notes Due 2010 as of June 28, 2000.
(3) Fee previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE 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 THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
Preliminary Prospectus, dated July [__], 2000
Raytheon Company
Offer to Exchange All Outstanding Floating Rate Notes Due 2002
($200,000,000 Aggregate Principal Amount Outstanding)
for
Floating Rate Exchange Notes Due 2002,
Offer to Exchange All Outstanding 7.90% Notes Due 2003
($800,000,000 Aggregate Principal Amount Outstanding)
for
7.90% Exchange Notes Due 2003,
Offer to Exchange All Outstanding 8.20% Notes Due 2006
($850,000,000 Aggregate Principal Amount Outstanding)
for
8.20% Exchange Notes Due 2006,
and
Offer to Exchange All Outstanding 8.30% Notes Due 2010
($400,000,000 Aggregate Principal Amount Outstanding)
for
8.30% Exchange Notes Due 2010
We are offering to exchange up to (i) $200,000,000 aggregate principal
amount of our floating rate exchange notes due 2002 that have been registered
under the Securities Act of 1933 ("Securities Act") for the same aggregate
principal amount of our outstanding floating rate notes due 2002, (ii)
$800,000,000 aggregate principal amount of our 7.90% exchange notes due 2003
that have been registered under the Securities Act for the same aggregate
principal amount of our outstanding 7.90% notes due 2002, (iii) up to
$850,000,000 aggregate principal amount of our 8.20% exchange notes due 2006
that have been registered under the Securities Act for the same aggregate
principal amount of our outstanding 8.20% notes due 2006, and (iv) up to
$400,000,000 aggregate principal amount of our 8.30% exchange notes due 2010
that have been registered under the Securities Act for the same aggregate
principal amount of our outstanding 8.30% notes due 2010.
TERMS OF THE EXCHANGE OFFER
. Expires 5:00 P.M. New York City time [August __, 2000], unless extended.
. We will accept for exchange all outstanding notes that are validly tendered
and not validly withdrawn.
. You may withdraw the tender of your notes 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 exchange offer.
. We believe that the exchange of new notes for outstanding notes 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 notes to be issued on any
securities exchange or to arrange for them to be quoted on any quotation
system.
<PAGE>
TERMS OF THE NOTES TO BE ISSUED IN THE EXCHANGE
. The terms of the notes to be issued in the exchange are substantially
identical to the terms of the notes for which the offer to exchange is
being made, except that we believe that the notes to be issued in the
exchange will be freely transferable under the Securities Act and will be
issued free of any covenants regarding exchange and registration rights.
. The 8.20% exchange notes due 2006 and the 8.30% exchange notes due 2010 to
be issued in the exchange and the 8.20% notes due 2006 and the 8.30% notes
due 2010 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 notes to be issued in the exchange semi-
annually on March 1, June 1, September 1 and December 1, beginning
[________], 2000, with respect to the floating rate exchange notes, and on
March 1 and September 1, beginning [________], 2000, with respect to the
other exchange notes.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of our offer or the notes 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 or 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 [___________], 2000.
<PAGE>
TABLE OF CONTENTS
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<CAPTION>
Page
----
<S> <C>
Available Information............................................
Disclosure Regarding Forward-Looking Statements..................
Raytheon Company................................................
The Initial Notes................................................
Use of Proceeds..................................................
Capitalization...................................................
Ratio of Net Debt to Total Capitalization........................
Ratio of Earnings to Fixed Charges...............................
Selected Summary Financial Data..................................
Description of the Notes.........................................
Certain United States Federal Income Tax Consequences............
Exchange Offer...................................................
Plan of Distribution.............................................
Validity of Notes................................................
Experts..........................................................
</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 notes or soliciting offers to exchange
the notes in any jurisdiction in which that offer or solicitation is not
authorized or in which the person making that offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make that 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.
<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
$200,000,000 aggregate principal amount of our floating rate exchange notes due
2002, $800,000,000 aggregate principal amount of our 7.90% exchange notes due
2003, $850,000,000 aggregate principal amount of our 8.20% exchange notes due
2006 and $400,000,000 aggregate principal amount of our 8.30% exchange notes due
2010. We refer to these notes in this prospectus as the "exchange notes." This
prospectus does not contain all of the information included in the registration
statement. For a more complete understanding of the offer to exchange (the
"exchange offer") the floating rate exchange notes due 2002, the exchange notes
due 2003, the exchange notes due 2006 and the exchange notes due 2010 for
outstanding floating rate notes due 2002, notes due 2003, notes due 2006 and
notes due 2010, respectively, you should refer to the registration statement,
including its exhibits.
We also 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 these 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 Quarterly Report
on Form 10-Q for the quarterly period ended April 2, 2000, (2) our Annual Report
on Form 10-K for the fiscal year ended December 31, 1999 and (3) 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 of that document which also
is or is deemed to be incorporated by reference into this prospectus modifies or
supersedes that statement. Any 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 those
exhibits are specifically incorporated by reference into those documents).
These written requests should be addressed to:
Secretary, Raytheon Company
141 Spring Street
Lexington, Massachusetts 02421
<PAGE>
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 [_________], 2000, the date five business days prior
to the expected completion of the exchange offer.
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 "Raytheon Company" and located elsewhere in this
prospectus regarding our financial position, business strategy and measures to
implement that strategy, including changes to operations, competitive strengths,
goals, expansion and growth of our business and operations, plans, references to
future success and other similar matters are forward-looking statements. These
statements are based on assumptions and analyses made by us in light of our
experience and our perception of historical trends, current conditions and
expected future developments as well as other factors we believe are appropriate
in the circumstances. However, whether actual results and developments will
conform with our expectations and predictions is subject to a number of risks
and uncertainties, including without limitation the factors which might be
described from time to time in our filings with the SEC and additional factors
which are beyond our control.
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, 1999. 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 those forward-looking statements. We
expressly disclaim any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statement.
<PAGE>
RAYTHEON COMPANY
Raytheon Company is a global technology leader, with worldwide 1999 sales
of $19.8 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
We design, manufacture and service advanced electronic devices, equipment
and systems for both government and commercial customers. In addition to
defense electronic systems, we have been successful in the conversion of defense
electronic technologies to commercial applications such as air traffic control,
environmental monitoring and communications.
In November 1999, we announced a reorganization of our defense electronics
businesses. The former Raytheon Systems Company structure has been phased out
and a new Electronic Systems business has been created by combining our former
Defense Systems and Electronics Systems segments. After this reorganization,
our defense electronics businesses consist of the following four business units,
which are focused on the following programs:
Electronic Systems:
. anti-ballistic missile systems
. air defense
. air-to-air, surface-to-air, and air-to-surface missiles
. naval and maritime systems
. ship self-defense systems
. torpedoes; strike, interdiction and cruise missiles
. advanced munitions
. airborne and surface radars
. electronic warfare
. surveillance and reconnaissance systems
. precision guidance systems
. tactical systems
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
. ground-based information processing systems
. large scale information retrieval, processing and distribution
systems
. global broadcast systems
Aircraft Integration Systems:
. integration of airborne surveillance and intelligence systems
. aircraft modifications
. head-of-state aircraft systems
Technical Services:
. training services and integrated training programs
. technical services
. logistics and support
<PAGE>
Raytheon Commercial Electronics. Our commercial electronics businesses
produce, among other things:
. marine radars and other marine electronics
. transmit/receive modules for satellite communications projects
. other electronic components for a wide range of applications
Aircraft
Raytheon Aircraft, a subsidiary of Raytheon Company, offers one of the
broadest product lines in the general aviation market. Raytheon Aircraft
manufactures, markets and supports piston-powered aircraft, jet props and light
and medium jets for the world's commercial, regional airline and military
aircraft markets. Raytheon Aircraft is the prime contractor for the U.S. Air
Force/U.S. Navy Joint Primary Aircraft Training System (JPATS). In addition, in
1997 Raytheon Aircraft launched its own fractional or shared aircraft ownership
business called Raytheon Travel Air. This program currently has over 200
customers.
Engineering and Construction
Raytheon Engineers & Constructors, a subsidiary of Raytheon Company, is one
of the largest engineering and construction firms in the United States, serving
markets throughout the world. Raytheon Engineers & Constructors designs,
constructs and maintains facilities and plants operated by a range of customers,
including:
. independent power producers
. utilities
. petroleum companies
. pulp and paper companies
. industrial concerns
. governments
On April 17, 2000, we announced that we had entered into a definitive
agreement to sell our subsidiary, Raytheon Engineers & Constructors, to Morrison
Knudsen Corporation. This transaction was completed on July 7, 2000. As part of
this transaction, we received a $53 million cash payment at closing in addition
to retaining $250 million of cash collected from Raytheon Engineers and
Contractors operations during the 2000 first quarter. We also retained $190
million of billed receivables, $60 million in other net assets and net pension
assets of $320 million. In addition, we agreed to retain responsibility for the
performance of four large, fixed-price international turnkey projects that are
close to completion and to partially idemnify Morrison Knudsen with respect to
the completion of one other existing project.
As of the first quarter of 2000, Raytheon Engineers & Constructors' results
are not included in our continuing operations, but are reflected in discontinued
operations. We recorded an estimated loss on the disposition of Raytheon
Engineers & Constructors of $191 million in the first quarter of 2000.
Our principal executive offices are located at 141 Spring Street,
Lexington, Massachusetts 02421. Our telephone number is (781) 862-6600.
THE INITIAL NOTES
On March 7, 2000, we issued $200,000,000 aggregate principal amount of our
floating rate notes due 2002, $800,000,000 aggregate principal amount of our
7.90% notes due 2003, $850,000,000 aggregate principal amount of our 8.20% notes
due 2006 and $400,000,000 aggregate principal amount of our 8.30% notes due 2010
(collectively, the "initial notes") in a transaction exempt from the
registration requirements of the Securities Act of 1933 pursuant to the
exemptions to those requirements provided by Rule 144A under this Act.
<PAGE>
USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the exchange
notes. We used the net proceeds from the original sale of the initial notes on
March 7, 2000 to reduce commercial paper and bank borrowings with various
maturities and bearing interest at various rates.
CAPITALIZATION
The following table sets forth our capitalization at April 2, 2000.
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 to the financial statements, which are incorporated into
this prospectus by reference.
<TABLE>
<CAPTION>
April 2, 2000
-------------
(in millions)
<S> <C>
Notes payable and current portion of long-term debt . $ 1,109
Long-term debt
Initial notes
Floating Rate Notes due 2002............................ 200
7.90% Notes due 2003.................................... 796
8.20% Notes due 2006.................................... 845
8.30% Notes due 2010.................................... 397
-------
2,238
Other long-term debt.................................... 6,804
-------
Total long-term debt............................... 9,042
Stockholders' equity........................................... 10,732
-------
Total capitalization............................... $20,883
=======
</TABLE>
RATIO OF NET DEBT TO TOTAL CAPITALIZATION
The following table sets forth our consolidated ratio of net debt to total
capitalization at April 2, 2000 and at the end of fiscal years 1999, 1998, 1997,
1996 and 1995:
April 2, December 31,
-----------------------------------------------
2000 1999 1998 1997 1996 1995
---- ----- ----- ----- ----- -----
47.7% 46.0% 43.3% 47.8% 43.2% 35.7%
<PAGE>
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following table sets forth our consolidated ratio of earnings to
combined fixed charges and preferred stock dividends for the quarter ended April
2, 2000 and for the fiscal years 1999, 1998, 1997, 1996, and 1995:
Three Months
Ended Fiscal Year Ended December 31
----------------------------------------------------
April 2, 2000 1999 1998 1997 1996 1995
------------- ---- ---- ---- ---- ----
1.6x 1.9x 2.7x 2.7x 4.5x 6.0x
For purposes of computing the ratio of earnings to combined fixed charges
and preferred stock dividends:
. earnings consist of net earnings, taxes on income and fixed charges,
less capitalized interest;
. 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; and
. the ratio for the three months ended April 2, 2000 reflects Raytheon
Engineers & Contractors as a discontinued operation.
The ratio of earnings to combined fixed charges has declined due to higher
interest expense resulting from increased borrowings to finance our merger with
the defense business of Hughes Electronics and our acquisition of the defense
assets of Texas Instruments Incorporated.
<PAGE>
SELECTED SUMMARY FINANCIAL DATA
The following tables present our selected financial data. The financial
data for the three months ended April 2, 2000 and at April 2, 2000 reflects
Raytheon Engineers & Constructors as a discontinued operation and should be read
in conjunction with the Company's first quarter 2000 Form 10-Q. The fiscal year-
end financial data have been derived from our audited financial statements
incorporated by reference herein and should be read in conjunction with those
financial statements and notes thereto.
<TABLE>
<CAPTION>
Three
Months Fiscal Year Ended
Ended, December 31,
April 2, -------------------------
2000 1999 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating Data: (in millions)
Net sales.................................................. $4,231 $19,841 $19,419 $13,593
Operating income........................................... 316 1,527 2,006 1,060
Interest expense, net...................................... 180 713 711 359
Income from continuing operations/net income (a)........... 80 404 844 511
Other Data:
EBITDA (b)................................................. $ 492 $ 2,183 $ 2,909 $ 1,582
Depreciation and amortization.............................. 171 724 761 457
Capital expenditures....................................... 140 532 509 459
Net cash provided by (used in):
Operating activities (c)................................... $ (535) $ (317) $ 994 $ 1,044
Investing activities (c)................................... (13) (400) 617 (2,937)
Financing activities....................................... 314 526 (1,486) 2,053
</TABLE>
<TABLE>
<CAPTION>
December 31,
April 2, ------------
2000 1999 1998 1997
------- ------- ------- -------
<S> <C> <C> <C> <C>
Balance Sheet Data: (in millions)
Net working capital............................................ $ 2,814 $ 1,045 $ 1,933 $(2,021)
Total assets................................................... 27,002 28,110 28,232 28,520
Notes payable and current portion of long-term debt............ 1,109 2,472 827 5,656
Long-term debt and capitalized leases ........................ 9,042 7,298 8,163 4,406
Stockholders' equity........................................... 10,732 10,959 10,797 10,386
</TABLE>
__________
(a) The information presented for the three months ended April 2, 2000 reflects
income from continuing operations. The information presented for the fiscal
years ended December 31, 1999, 1998 and 1997 reflect net income.
(b) EBITDA represents income before interest, income taxes, depreciation and
amortization. EBITDA is not intended to represent cash flow or any other measure
of performance reported in accordance with generally accepted accounting
principles. We have included EBITDA as we understand that EBITDA is used by
certain investors as one measure of a company's ability to service debt.
(c) The information presented for the three months ended April 2, 2000 reflects
cash flows from continuing operations. The information presented for the fiscal
years ended December 31, 1999, 1998 and 1997 reflect total cash flows.
<PAGE>
DESCRIPTION OF THE NOTES
The initial notes were, and the exchange notes will be, issued as separate
series under an indenture, dated as of July 3, 1995, as supplemented and amended
by a supplemental indenture dated as of March 2, 2000 (referred to in this
prospectus together as the "indenture"), between us and The Bank of New York,
as trustee (the "trustee"). The following summary of certain provisions of the
indenture, the initial notes and the exchange notes 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
and those terms made a part of this prospectus by the Trust Indenture Act of
1939, the initial notes and the exchange notes. Copies of these documents have
been filed as exhibits to the registration statement of which this prospectus
constitutes a part, and are available from us upon request. The exchange notes
are identical in all material respects to the initial notes, except for certain
transfer restrictions and registration rights relating to the initial notes, and
except that, if the exchange offer is not consummated before November 7, 2000,
the interest rate on the initial notes from and after that 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 terms are also defined below. See
"--Certain Definitions." Section references are to the indenture unless
otherwise indicated.
References to:
. the "floating rate notes" below are to the initial floating rate notes
due 2002 and the exchange floating rate notes due 2002, treated as a
single series of security,
. the "notes due 2003" below are to the initial notes due 2003 and
exchange notes due 2003, treated as a single series of security.
. the "notes due 2006" below are to the initial notes due 2006 and
exchange notes due 2006, treated as a single series of security.
. the "notes due 2010" below are to the initial notes due 2010 and
exchange notes due 2010, treated as a single series of security.
. the "notes" are to the initial notes and the exchange notes,
collectively.
General
The floating rate notes are limited to $200,000,000 aggregate principal
amount. The fixed rate notes are limited to $2,050,000,000 aggregate principal
amount, consisting of $800,000,000 principal amount of notes due 2003,
$850,000,000 principal amount of notes due 2006 and $400,000,000 principal
amount of notes due 2010. The exchange notes of each series will be treated as
a continuation of the initial notes of that series for calculation of interest
and all other purposes, except that the interest rate on the initial notes may
increase if the exchange offer is not consummated before November 7, 2000, as
described above. The notes are senior unsecured obligations of ours and rank
pari passu with all of our senior unsecured debt and will be senior to all of
our existing and future subordinated debt, if any. Interest on the notes is
payable in U.S. dollars at our office or agency in the Borough of Manhattan, the
City of New York, New York or, at our option, by check mailed to the address of
the registered holder. Interest is calculated on the basis of a 360-day year
consisting of twelve 30-day months.
The Fixed Rate Notes
The Notes Due 2003. Each note due 2003 bears interest from March 7, 2000,
at 7.90% per annum, payable semiannually on March 1 and September 1 of each
year, commencing September 1, 2000, to the person in whose name the note is
registered, subject to certain exceptions as provided in the indenture, at the
close of business on February 15 and August 15, as the case may be, immediately
preceding such March 1 or September 1. These notes will mature on March 1, 2003,
and are not subject to any sinking fund provision.
<PAGE>
The Notes Due 2006. Each note due 2006 bears interest from March 7, 2000,
at 8.20% per annum, payable semiannually on March 1 and September 1 of each
year, commencing September 1, 2000, to the person in whose name the note is
registered, subject to certain exceptions as provided in the indenture, at the
close of business on February 15 and August 15, as the case may be, immediately
preceding such March 1 or September 1. These notes will mature on March 1, 2006,
and are not subject to any sinking fund provision.
The Notes Due 2010. Each note due 2010 bears interest from March 7, 2000,
at 8.30% per annum, payable semiannually on March 1 and September 1 of each
year, commencing September 1, 2000, to the person in whose name the note is
registered, subject to certain exceptions as provided in the indenture, at the
close of business on February 15 and August 15, as the case may be, immediately
preceding such March 1 or September 1. These notes will mature on March 1, 2010,
and are not subject to any sinking fund provision.
The Floating Rate Notes
Each floating rate note bears interest from March 7, 2000 to, but
excluding, June 1, 2000 at a rate per annum equal to 6.75% (the "initial
floating rate") and thereafter at a rate per annum equal to LIBOR (as defined
below) plus .63% payable quarterly on March 1, June 1, September 1 and December
1, commencing on June 1, 2000, which we refer to in this prospectus as the
"floating interest payment dates." If, however, any floating interest payment
date (other than the maturity date) would fall on a day that is not a business
day, the floating interest payment date will be the following day that is a
business day, except that if that business day is in the next succeeding
calendar month, the floating interest payment date will be the next preceding
day that is a business day. If the maturity date of the floating rate notes
falls on a day that is not a business day, the payment of principal and interest
will be made on the next succeeding business day, and no interest on that
payment will accrue for the period from and after the maturity date.
On each floating interest payment date, interest will be paid to the
person in whose name the floating rate note is registered at the close of
business on the preceding February 15, May 15, August 15 and November 15, as
applicable.
The rate of interest on the floating rate notes will be reset quarterly
(the "floating interest reset period," and the first day of each floating
interest reset period will be a "floating interest reset date"). The floating
interest reset dates will be March 1, June 1, September 1 and December 1;
provided, however, that the interest rate in effect from the date of issue to
the first floating interest reset date with respect to the floating rate notes
will be the initial floating interest rate. If any floating interest reset date
would otherwise be a day that is not a business day, the floating interest reset
date shall be postponed to the next succeeding business day, except that if that
business day is in the next succeeding calendar month, that floating interest
reset date will be the next preceding business day.
Interest payments for floating rate notes will be the amount of interest
accrued from the date of issue or from the last date to which interest has been
paid to, but excluding, the floating interest payment date or maturity date, as
the case may be.
Accrued interest on any floating rate note will be calculated by
multiplying the principal amount of the floating rate note by an accrued
interest factor. This accrued interest factor will be computed by adding the
interest factors calculated for each date in the period for which interest is
being paid. The interest factor for each date is computed by dividing the
interest rate applicable to that day by 360. All percentages used in or
resulting from any calculation of the rate of interest on a floating rate note
will be rounded, if necessary, to the nearest one-hundredth-thousandth of a
percentage point (.0000001), with five one-millionths of a percentage point
rounded upward, and all dollar amounts used in or resulting from that
calculation will be rounded to the nearest cent, with one-half cent rounded
upward. The interest rate in effect on any floating interest reset date will be
the applicable rate as reset on that date. The interest rate applicable to any
other day is the interest rate from the immediately preceding floating interest
reset date, or, if none, the initial floating interest rate.
<PAGE>
The calculation agent is The Bank of New York, who we refer to as the
"calculation agent," with respect to the floating rate notes. Upon the
request of the holder of any floating rate notes, the calculation agent will
provide the interest rate then in effect and, if determined, the interest rate
that will become effective on the next floating interest reset date with respect
to that floating rate note.
The "floating interest determination date" pertaining to a floating
interest reset date will be the second London banking day preceding that
floating interest reset date. "London banking day" means any day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market. "LIBOR" for each floating interest reset date will be determined by
the calculation agent as follows:
(i) as of the floating interest determination date, the calculation agent
will determine LIBOR as the rate for deposits in U.S. dollars for a
period of three months, commencing on that floating interest
determination date, that appears on Page 3750 on Bridge Telerate Inc.,
or any successor page, at approximately 11:00 a.m., London time, on
that floating interest determination date. If no rate appears, LIBOR
in respect of that floating interest determination date will be
determined as described in (ii) below.
(ii) With respect to a floating interest determination date on which no
rate appears, the calculation agent will request the principal London
offices of each of four major reference banks in the London interbank
market, as selected by the calculation agent after consultation with
us, to provide the calculation agent with its offered quotation for
deposits in U.S. dollars for the period of three months, commencing on
the second London banking day immediately following the floating
interest determination date, to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on that floating
interest determination date and in a principal amount that is
representative of a single transaction in U.S. dollars in that market
at that time. If at least two quotations are provided, LIBOR for the
floating interest determination date will be the arithmetic mean of
those quotations. If fewer than two quotations are provided, LIBOR
will be determined for the applicable floating interest reset date as
the arithmetic mean of the rates quoted at approximately 11:00 a.m.,
New York time, on that floating interest reset date, by three major
banks in New York City, as selected by the calculation agent after
consultation with us, for loans in U.S. dollars to leading European
banks, for a period of three months, commencing on that floating
interest reset date, and in a principal amount that is representative
of a single transaction in U.S. dollars in that market at that time.
If the banks so selected by the calculation agent are not quoting as
mentioned above, LIBOR in effect for the applicable period will be the
same as LIBOR for the immediately preceding floating interest reset
period, or, if there was no floating interest reset period, the rate
of interest payable will be the initial floating interest rate.
Optional Redemption
The 8.20% notes due 2006 and the 8.30% notes due 2010 will be redeemable as
a whole at any time or in part from time to time, at our option, at a redemption
price equal to the greater of,
(i) 100% of the principal amount of the notes of that series being
redeemed, or
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest on the notes of that series being redeemed from
the redemption date to the maturity date 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 for
the 8.20% notes due 2006 or 25 basis points for the 8.30% notes due
2010, plus any interest accrued but not paid to the date of
redemption.
"Treasury Rate" means, with respect to any redemption date for a series
of notes,
<PAGE>
(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 for a series of
notes, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and
the Treasury Rate shall be interpolated or extrapolated from those
yields on a straight line basis, rounding to the nearest month) or
(ii) if the release referred to in (i) (or any successor release) is not
published during the week preceding the calculation date or does not
contain the yields referred to above, the rate per annum equal to the
semiannual 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 that redemption date.
The Treasury Rate will 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 series of notes 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 the series of notes. "Independent Investment
Banker" means one of the Reference Treasury Dealers appointed by the trustee
after consultation with us.
"Comparable Treasury Price" means with respect to any redemption date for
a series of notes,
(i) the average of four Reference Treasury Dealer Quotations (as defined
below) for the redemption date, after excluding the highest and lowest
of those Reference Treasury Dealer Quotations, or
(ii) if the trustee obtains fewer than four Reference Treasury Dealer
Quotations, the average of all quotations obtained.
"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 us. If any Reference
Treasury Dealer ceases to be a Primary Treasury Dealer, we will substitute
another Primary Treasury Dealer for that 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 that Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding the 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 notes to be redeemed.
Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the notes or portions of the
notes called for redemption.
The notes will be issued only in registered form without coupons, in
denominations of $1,000 or integral multiples of $1,000. To the extent
described under "--Book Entry; Delivery and Form" below, the
<PAGE>
principal of and interest on the notes will be payable and the transfer of the
notes will be registrable through The Depository Trust Company ("DTC"). No
service charge will be made for any registration of transfer or exchange of the
notes, but we may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection with that registration of transfer or
exchange (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:
. default in the payment of any interest on any security of that series
when it becomes due and payable, and continuance of that default for a
period of 30 days;
. default in the payment of the principal of, or premium, if any, on any
security of that series when it becomes due and payable either at its
maturity, by declaration as authorized in the indenture or otherwise;
. failure to deposit any sinking fund payment when and as due by the
terms of a security of that series;
. failure by us to perform any other covenants or agreements 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 that 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 in
the indenture specifying the failure as provided in the indenture;
. certain events in bankruptcy, insolvency or reorganization of
Raytheon; and
. 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 will give the holders of securities of that series notice of the
default. However, in the case of a default described in the fourth bullet point
above, no notice to holders will be given until at least 30 days after the
occurrence of the default referred to in that bullet point (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 the 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 indenture at the
request or direction of any of the holders, unless those holders have offered to
the trustee reasonable security or indemnity (Section 603). Subject to those
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 under the indenture,
unless:
<PAGE>
(i) that 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;
(ii) 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 a
proceeding as trustee;
(iii) 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 that request; and
(iv) the trustee has failed to institute a proceeding within that 60-day
period (Section 507).
However, these 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 that security on or after the respective due dates expressed in
that security (Section 508).
We are required to furnish to the trustee annually a statement as to the
performance by us of certain of our obligations under the indenture and as to
any default in that performance (Section 1007).
Any payment default on any security regardless of amount, where the
aggregate principal amount of the series of that security exceeds $50 million,
or any other default that causes acceleration of any security, would give rise
to a cross-default under our senior credit facilities. In certain
circumstances, payment defaults on securities may give rise to cross-defaults
under guarantees of ours related to various receivables facilities of certain of
our subsidiaries.
Defeasance and Covenant Defeasance
The indenture provides that we 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 that 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 that series of
securities under any covenants applicable to that 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 the fourth
bullet point under "Events of Default" above (insofar as with
respect to covenants subject to covenant defeasance) will no longer
be an event of default,
in the case of either (i) or (ii) if we deposit, in trust, with the trustee
money or U.S. government obligations, which through the payment of interest on
those obligations and principal on those obligations 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 that series of securities
on the dates payments are due (which may include one or more redemption dates
designated by us) and any mandatory sinking fund or analogous payments on those
obligations in accordance with the terms of that series of securities. This
trust may only be established if, among other things, (A) no event of default or
event which with the giving of notice or lapse of time, or both, would become an
event of default under the indenture has occurred and is continuing on the date
of the deposit, (B) the deposit will not cause the trustee to have any
conflicting interest with respect to other securities of ours and (C) we 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, this 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 the deposit or defeasance and will be subject to federal
income tax in the same manner as if that defeasance had not occurred.
<PAGE>
We may exercise our defeasance option with respect to a series of
securities notwithstanding our prior exercise of our covenant defeasance option.
If we exercise our defeasance option for a series of securities, payment of that
series of securities may not be accelerated because of a subsequent event of
default. If we exercise our covenant defeasance option for a series of
securities, payment of that series of securities may not be accelerated by
reference to a subsequent breach of any of the covenants noted under clause (ii)
in the preceding paragraph. In the event we omit to comply with our remaining
obligations with respect to that series of securities under the indenture after
exercising our covenant defeasance option and that series of securities is
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 that series
at the time of the acceleration resulting from that event of default. However,
we will remain liable for those payments. (Articles Thirteen and Fourteen)
Modification and Waiver
Modifications and amendments of the indenture may be made by us 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). However, no modification or amendment may be made, without the
consent of the holders of all securities affected by that modification or
amendment, if the modification or amendment would
(i) change the stated maturity of the principal of, or any installment of
principal of or interest on, any security;
(ii) reduce the principal amount of, or the premium, if any, or interest
on, any security;
(iii) change the place or currency of payment of principal of, premium, if
any, or interest on any security;
(iv) impair the right to institute suit for the enforcement of any payment
on any security on or after the stated maturity of that security (or
in the case of redemption, on or after the redemption date); or
(v) 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 that
series, waive any past default under the indenture with respect to that series,
except a default in the payment of principal, premium, if any, or interest or in
the performance of certain covenants with respect to that series (Section 513).
Certain Covenants
We are subject to certain covenants under the indenture with respect to the
exchange notes.
Limitation on liens. We may not, nor may we permit any of our
"significant subsidiaries" 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 income or revenues, unless the securities of any
series then or thereafter outstanding will be equally and ratably secured. This
restriction does not apply, however, to
(i) liens on our or our subsidiaries' property or assets existing on the
date of the indenture as long as these liens secure only those
obligations which they secure as of the date of the indenture;
<PAGE>
(ii) any lien existing on any property or asset prior to its acquisition by us
or any subsidiary as long as (x) the lien is not created in contemplation
of or in connection with that acquisition and (y) the lien does not apply
to any of our or any subsidiaries' other property or assets;
(iii) 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;
(iv) 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;
(v) 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;
(vi) 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;
(vii) 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 to
the lien or interfere with the ordinary conduct of our business or that
of any of our subsidiaries;
(viii) liens upon any property acquired, constructed or improved by us or any
subsidiary which are created or incurred within 360 days of the
acquisition, construction or improvement to secure or provide for the
payment of any part of the purchase price of that property or the cost of
that construction or improvement, including carrying costs (but no other
amounts) so long as that lien does not apply to any of our or a
subsidiary's other property;
(ix) liens on the property or assets of any subsidiary in favor of us;
(x) extensions, renewals and replacements of liens referred to in paragraphs
(i) through (ix) above as long as the extension, renewal or replacement
lien is limited to the property or assets covered by the lien extended,
renewed or replaced and that the obligations secured by any extension,
renewal or replacement lien are in an amount not greater than the amount
of the obligations secured by the lien extended, renewed or replaced;
(xi) any lien, of the type described in clause (iii) of the definition below
of the term "lien," on securities imposed pursuant to an agreement
entered into for the sale or disposition of those securities pending the
closing of that sale or disposition; provided the sale or disposition is
otherwise permitted by the indenture;
(xii) liens arising in connection with any permitted receivables program (to
the extent the sale by us or the applicable subsidiary of its accounts
receivable is deemed to give rise to a lien in favor of the purchaser of
the accounts receivable in those accounts receivable or the proceeds
thereof);
(xiii) liens on the capital stock or assets of any subsidiary that is not a
"significant subsidiary";
<PAGE>
(xiv) liens to secure indebtedness if, immediately after the grant of the
lien, the aggregate amount of all indebtedness secured by liens that
would not be permitted but for this clause (xiv) does not exceed 15%
of our stockholders' equity as shown on our most recent consolidated
balance sheet filed with the SEC.
Limitation on Sale/Leaseback Transactions. Transactions involving any sale
and leaseback by us or any "significant subsidiary" of any "principal
property" are prohibited unless we or that "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
(i) the net proceeds of the sale of the property leased; or
(ii) 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 transaction will be reduced,
however, by the principal amount of any securities we surrender to the trustee
for cancellation and by the principal amount of funded debt other than
securities, we voluntarily retire, within 120 days after the effective date of
the lease. However, 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 us or any "significant
subsidiary":
(i) entering into any transaction not involving a lease with a term of
more than three (3) years;
(ii) entering into any transaction to the extent the lien on the property
subject to the sale and leaseback would be permitted under the
covenant described above under "Limitation on Liens"; or
(iii) entering into any transaction for the sale and leaseback of any
property if the lease is entered into within 180 days after the later
of the acquisition, completion of construction or commencement of
operation of the property.
Leveraged Transactions. Except for the limitations on liens and
sale/leaseback transactions referred to above and on consolidations, mergers or
transfers of our assets substantially as an entirety referred to below, the
indenture and the terms of the notes do not contain any covenants or other
provisions designed to afford holders of notes protection in the event of a
highly leveraged transaction involving us.
Consolidation, Merger and Sale of Assets. We may not consolidate with or
merge into any other Person or transfer or lease our assets substantially as an
entirety to any Person unless any successor or purchaser is a corporation
organized under the laws of the U.S., any state or the District of Columbia, and
that successor or purchaser expressly assumes our obligations under the notes 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 section as
follows:
"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, the
term of any unexercised right of the debtor to renew or extend the indebtedness
existing at the time of determination will be included.
"GAAP" means generally accepted accounting principles applied on a
consistent basis.
<PAGE>
"holder" means any individual, corporation, partnership, limited
liability company, joint venture, trust, unincorporated organization or
government or any agency or political subdivision of that government or agency
in whose name a security is registered in the security register for those
securities maintained in accordance with the terms of the indenture.
"indebtedness" of any Person means, as at any date of determination,
all indebtedness (including capitalized lease obligations) of that Person and
its consolidated subsidiaries at that date that would be required to be included
as a liability on a consolidated balance sheet (excluding the footnotes thereto)
of that Person prepared in accordance with GAAP.
"initial notes closing date" means March 7, 2000.
"lien" means, with respect to any asset of any Person:
(i) any mortgage, deed of trust, lien, pledge, encumbrance, charge or
security interest in or on that asset,
(ii) 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 that asset, and
(iii) in the case of securities that constitute assets of that Person, any
purchase option, call or similar right of a third party with respect
to the securities.
"permitted receivables program" means any receivables securitization
program pursuant to which we or any of our subsidiaries sells accounts
receivable to any non-Affiliate in a "true sale" transaction. However, any
related indebtedness incurred to finance the purchase of the accounts receivable
is not includible on our or any of our subsidiaries' balance sheet (excluding
the footnotes thereto) in accordance with GAAP and applicable regulations of the
SEC.
"principal property" means:
(i) our principal office building, and
(ii) any manufacturing plant or principal research facility of ours or of
a significant subsidiary which is located within the U.S. or Canada,
except any principal office building, plant or facility which our
board of directors by resolution declares is not of material
importance to the total business conducted by us and our subsidiaries
as an entirety.
"securities" means any securities authenticated and delivered under the
indenture, including the notes.
"significant subsidiary" means, at any time, any subsidiary that would be
a "Significant Subsidiary" at that time, as that 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, our
stockholders' equity and that of our subsidiaries at that date, 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 us
or by one or more other subsidiaries, or by us and one or more other
subsidiaries.
Concerning the Trustee
<PAGE>
The Bank of New York is trustee under the indenture. The trustee performs
services for us in the ordinary course of business.
Book-Entry; Delivery and Form
The certificates representing the initial notes have been, and the
certificates representing the exchange notes will be, issued in fully registered
form without interest coupons. Each series of notes sold in offshore
transactions in reliance on Regulation S will initially be represented by one or
more permanent global notes in definitive, fully registered form without
interest coupons and will be deposited with the trustee as custodian for, and
registered in the name of a nominee of, DTC for the accounts of Euroclear and
Clearstream, Luxembourg. Prior to the 40th day after the notes closing date,
beneficial interests in the Regulation S global securities may only be held
through Euroclear or Clearstream, Luxembourg, and any resale or transfer of
these interests to U.S. persons will not be permitted during that period unless
the resale or transfer is made pursuant to Rule 144A or Regulation S.
Each series of notes sold in reliance on Rule 144A will be represented by
one or more permanent global notes in definitive, fully registered form without
interest coupons and will be deposited with the trustee as custodian for, and
registered in the name of a nominee of, DTC.
Each global security (and any notes issued for exchange therefor) will be
subject to certain restrictions on transfer set forth in the indenture.
Notes originally purchased by or transferred to institutional accredited
investors (as defined below) who are not QIBs (as defined below) ("non-global
purchasers") will be in registered form without interest coupons
("certificated securities"). Upon the transfer of certificated securities
initially issued to a non-global purchaser to a QIB or in accordance with
Regulation S, those certificated securities will, unless the relevant global
security has previously been exchanged in whole for certificated securities, be
exchanged for an interest in that global security. For a description of the
restrictions on the transfer of certificated securities, see "Transfer
Restrictions."
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). QIBs may hold their interests in
a 144A global security directly through DTC if they are participants in that
system, or indirectly through organizations which are participants in that
system.
Investors may hold their interests in a Regulation S global security
directly through Clearstream, Luxembourg or Euroclear, if they are participants
in those systems, or indirectly through organizations that are participants in
those systems. Clearstream, Luxembourg 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 its nominee, as the case may be, will be considered the
sole owner or holder of the notes represented by the global security for all
purposes under the indenture and those notes. 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 Clearstream,
Luxembourg.
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 of that
security. None of us, the trustee or 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 these
beneficial ownership interests.
<PAGE>
We expect 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 that global security as shown on the records of DTC
or its nominee. We also expect that payments by participants to owners of
beneficial interests in that global security held through those 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 those customers. These payments will be the responsibility of
those participants.
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 Clearstream, Luxembourg will be effected
in the ordinary way in accordance with their respective rules and operating
procedures.
We expect that DTC will take any action permitted to be taken by a holder
of notes (including the presentation of notes 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 that portion
of the aggregate principal amount of notes as to which that participant or
participants has or have given that direction. However, if there is an event of
default under the notes, 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.
We understand 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 Clearstream, Luxembourg are expected to follow
these procedures in order to facilitate transfers of interests in a global
security among participants of DTC, Euroclear and Clearstream, Luxembourg, they
are under no obligation to perform or continue to perform these procedures, and
these procedures may be discontinued at any time. None of us, the trustee or
any paying agent will have any responsibility for the performance by DTC,
Euroclear or Clearstream, Luxembourg 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 us within
90 days, we will issue certificated securities, which may bear 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 legends referred to in the indenture in accordance with 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 us, all
payments of principal of and interest on the notes will be made by us in
immediately available funds.
<PAGE>
CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
The following discussion of certain of the anticipated federal income tax
consequences of an exchange of the initial notes for exchange notes and of the
purchase at original issue, ownership, and disposition of the exchange notes is
based upon the provisions of the Internal Revenue Code of l986, as amended, the
final, temporary, and proposed regulations promulgated under the Code, 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
notes as part of a straddle or conversion transactions, persons that purchase
the exchange notes 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 notes 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 notes.
Certain Income Tax Effects Of The Exchange Offer
Subject to the limitation set forth above, your exchange of initial notes
for exchange notes 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 notes
as you had in the initial notes immediately before the exchange. Further, the
tax consequences of ownership and disposition of any exchange notes by you will
be the same as the tax consequences of ownership and disposition of initial
notes.
General
This section summarizes the material U.S. tax consequences to holders of
exchange notes. The discussion is limited in the following ways:
. The discussion only covers you if you hold your exchange notes as a
capital asset (that is, for investment purposes), and if you do not
have a special tax status.
. The discussion does not cover tax consequences that depend upon your
particular tax situation in addition to your ownership of notes. We
suggest that you consult your tax advisor about the consequences of
holding exchange notes in your particular situation.
. The discussion is based on current law. Changes in the law may change
the tax treatment of the notes, possibly with a retroactive effect.
. The discussion does not cover state, local or foreign law.
. This discussion does not apply to you if you are a non-U.S. holder of
notes and if you (a) own 10% or more of our voting stock, (b) are a
"controlled" foreign corporation with respect to us, or (c) are a bank
making a loan in the ordinary course of its business.
. We have not requested a ruling from the IRS on the tax consequences of
owning the exchange notes. As a result, the IRS could disagree with
portions of this discussion.
Tax Consequences to U.S. Holders
<PAGE>
This section applies to you if you are a "U.S. Holder". A "U.S. Holder" is:
. an individual U.S. citizen or resident alien;
. a corporation, or entity taxable as a corporation, that was
created under U.S. law (federal or state); or
. an estate or trust whose world-wide income is subject to U.S.
federal income tax.
If a partnership holds exchange notes, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of the
partnership. If you are a partner of a partnership holding exchange notes, we
suggest that you consult your tax advisor.
Interest
. If you are a cash method taxpayer (including most individual
holders), you must report interest on the exchange notes in your
income when you receive it.
. If you are an accrual method taxpayer, you must report interest
on the exchange notes in your income as it accrues.
Additional Interest
If you receive additional interest on your exchange notes, we believe it
should be treated in the same manner as regular interest on the exchange notes.
However, it is possible that you would be required to report additional interest
as income when it accrues or becomes fixed, even if you are a cash method
taxpayer.
Sale or Retirement of Notes
On your sale or retirement of your exchange note:
. You will have taxable gain or loss equal to the difference between the
amount received by you and your tax basis in the note. Your tax basis
in the exchange note is your cost, subject to certain adjustments.
. Your gain or loss will generally be capital gain or loss, and will be
long term capital gain or loss if you held the exchange note for more
than one year.
. If you sell the exchange note between interest payment dates, a
portion of the amount you receive reflects interest that has accrued
on the exchange note but has not yet been paid by the sale date. That
amount is treated as ordinary interest income and not as sale
proceeds.
. You will not have taxable gain or loss on the exchange of your notes
for exchange notes.
Information Reporting and Backup Withholding
Under the tax rules concerning information reporting to the IRS:
. Assuming you hold your exchange notes through a broker or other
securities intermediary, the intermediary is required to provide
information to the IRS concerning interest and retirement proceeds on
your exchange notes, unless an exemption applies.
. Similarly, unless an exemption applies, you must provide the
intermediary with your Taxpayer Identification Number for its use in
reporting information to the IRS. If you are an individual,
<PAGE>
this is your social security number. You are also required to comply
with other IRS requirements concerning information reporting.
. If you are subject to these requirements but do not comply, the
intermediary is required to withhold 31% of all amounts payable to you
on the exchange notes (including principal payments). If the
intermediary withholds payments, you may use the withheld amount as a
credit against your federal income tax liability.
. All U.S. Holders that are individuals are subject to these
requirements. Some U.S. Holders, including all corporations, tax-
exempt organizations and individual retirement accounts, are exempt
from these requirements.
Tax Consequences to Non-U.S. holders
This section applies to you if you are a "Non-U.S. Holder." A "Non-U.S.
Holder" is:
. an individual that is a nonresident alien;
. a corporation organized or created under non-U.S. law; or
. an estate or trust that is not taxable in the U.S. on its worldwide
income.
Withholding Taxes
Generally, payments of principal and interest on the exchange notes will
not be subject to U.S. withholding taxes.
However, for the exemption from withholding taxes to apply to you, you
must meet one of the following requirements:
. You provide your name, address, and a signed statement that you are
the beneficial owner of the note and are not a U.S. Holder. This statement is
generally made on Form W-8 or Form W-8BEN.
. You or your agent claim an exemption from withholding tax under an
applicable tax treaty. This claim is generally made on Form 1001 or Form W-8BEN.
. You or your agent claim an exemption from withholding tax on the
ground that the income is effectively connected with the conduct of a trade or
business in the U.S. This claim is generally made on Form 4224 or Form W-8ECI.
You should consult your tax advisor about the specific methods for
satisfying these requirements. These procedures will change on January 1, 2001.
In addition, a claim for exemption will not be valid if the person receiving the
applicable form has actual knowledge that the statements on the form are false.
Sale or Retirement of Notes
If you sell an exchange note or it is redeemed, you will not be subject
to federal income tax on any gain unless one of the following applies:
. The gain is connected with a trade or business that you conduct in the
U.S.
. You are an individual, you are present in the U.S. for at least 183
days during the year in which you dispose of the note, and certain
other conditions are satisfied.
. The gain represents accrued interest, in which case the rules for
interest would apply.
<PAGE>
U.S. Trade or Business
If you hold your exchange note in connection with a trade or business
that you are conducting in the U.S.:
. Any interest on the exchange note, and any gain from disposing of the
exchange note, generally will be subject to income tax as if you were
a U.S. Holder.
. If you are a corporation, you may be subject to the "branch profits
tax" on your earnings that are connected with your U.S. trade or
business, including earnings from the exchange note. This tax is 30%,
but may be reduced or eliminated by an applicable income tax treaty.
Estate Taxes
If you are an individual, your exchange notes will not be subject to U.S.
estate tax when you die. However, this rule only applies if, at the time of
your death, payments on the exchange notes were not connected to a trade or
business that you were conducting in the U.S.
Information Reporting and Backup Withholding
U.S. rules concerning information reporting and backup withholding are
described above. These rules apply to Non-U.S. Holders as follows:
. Principal and interest payments received by you will be automatically
exempt from the usual rules if you provide the tax certifications
needed to avoid withholding tax on interest, as described above. The
exemption does not apply if the receipient of the applicable form
knows that the form is false. In addition, interest payments made to
you will be reported to the IRS on Form 1042-S.
. Sale proceeds you receive on a sale of your exchange notes through a
broker may be subject to information reporting and/or backup
withholding if you are not eligible for an exemption. In particular,
information reporting and backup reporting may apply if you use the
U.S. office of a broker, and information reporting (but not backup
withholding) may apply if you use the foreign office of a broker that
has certain connections to the U.S. You should consult your tax
advisor concerning information reporting and backup withholding on a
sale.
<PAGE>
EXCHANGE OFFER
General
We are offering, 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 $200,000,000 aggregate
principal amount of floating rate exchange notes due 2002, $800,000,000
aggregate principal amount of exchange notes due 2003, $850,000,000 aggregate
principal amount of exchange notes due 2006 and $400,000,000 aggregate principal
amount of exchange notes due 2010 for the same aggregate principal amounts of
initial floating rate notes 2002, initial notes due 2003, initial notes due 2006
and initial notes due 2010, respectively, properly tendered on or prior to the
expiration date and not withdrawn as permitted pursuant to the procedures
described below.
Purpose Of The Exchange Offer
Under the terms of the registration rights agreement, dated March 2,
2000, among us and Credit Suisse First Boston Corporation and Morgan Stanley &
Co. Incorporated as representatives of the initial purchasers of the initial
notes, 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 notes identical in all material respects to the initial notes and, upon
becoming effective, to offer the holders of the notes of each series the
opportunity to exchange their initial notes for the exchange notes of the
identical series.
We will be entitled to close the exchange offer provided that we have
accepted all initial notes that have been validly tendered in accordance with
the terms of the exchange offer. Initial notes not tendered in the exchange
offer will bear interest at the same rates in effect at the time of issuance of
the initial notes.
Expiration Date; Extensions; Termination; Amendments
The exchange offer will expire at 5:00 p.m., New York City time, on
______ ___, 2000, unless we, in our sole discretion, extend the period of time
described below for which the exchange offer is open. The 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 notes 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 notes 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.
That announcement may state that we are extending the exchange offer for a
specified period of time. During any extension, all initial notes 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 notes not previously
accepted for exchange upon the occurrence of any of the events specified below
under "--Certain Conditions to the Exchange Offer". If any 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 notes
as promptly as practicable.
Procedures for Tendering Initial Notes
Your tender to us of initial notes as set forth below and the acceptance
by us of that 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 notes by:
<PAGE>
(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
notes 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 notes, 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 that 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
notes 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 notes surrendered for
exchange are tendered (1) by a registered holder of the initial notes 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 in this prospectus. 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, that guarantee must be by a participant in a
recognized signature guaranty medallion program (each an "Eligible
Institution"). If initial notes are registered in the name of a person other
than a signer of the letter of transmittal, the initial notes 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
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 notes at the book-
entry transfer facility, The Depository Trust Company, for the purpose of
facilitating the exchange offer, and subject to that establishment, any
financial institution that is a participant in the book-entry transfer
facility's system may make book-entry delivery of initial notes by causing that
book-entry transfer facility to transfer the initial notes into the exchange
agent's account with respect to the initial notes in accordance with the book-
entry transfer facility's procedures for that transfer. Although delivery of
initial notes 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 those procedures.
If you desire to accept the exchange offer and time will not permit a
letter of transmittal or initial notes 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 notes are
registered and, if possible, the certificate number or numbers of the
certificate or certificates representing the initial notes to be tendered, and
stating that tender is being made and guaranteeing that within three business
days after the expiration date the initial notes in proper form for transfer, or
a confirmation of book-entry transfer of the initial notes into the exchange
agent's account at the book-entry transfer facility, will be delivered by that
Eligible Institution together with a properly completed and duly executed letter
of transmittal and any other required documents. Unless initial notes 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 Information Agent.
<PAGE>
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 notes, or a confirmation of book-entry
transfer of those initial notes 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 notes in
exchange for initial notes 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 notes.
All questions as to the validity, form, eligibility, time of receipt and
acceptance of initial notes 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 notes not properly tendered or reject any particular shares of initial
notes 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 notes either before or after
the expiration date, including the right to waive the ineligibility of any
holder who seeks to tender initial notes in the exchange offer. The
interpretation of the terms and conditions of the exchange offer, including the
letter of transmittal and the instructions in the letter of transmittal, by us
shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of initial notes for exchange must be
cured within the 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 notes for exchange, nor shall any of them incur
any liability for failure to give that notification.
If the letter of transmittal or any initial notes 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, those 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.
If you are not a broker-dealer or are a broker-dealer but are not receiving
exchange notes for your own account, by tendering you will represent to us that,
among other things, the exchange notes 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 those
exchange notes and you are not an "affiliate" of ours as defined in Rule 405
under the Securities Act 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 notes
for its own account in exchange for initial notes 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 those initial notes.
In addition, we reserve the right in our sole discretion to (1) purchase or
make offers for any initial notes 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 notes in the open market, in privately
negotiated transactions or otherwise. The terms of any these purchases or
offers may differ from the terms of the exchange offer.
Withdrawal Rights
You may withdraw tenders of initial notes 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 notice of
withdrawal must:
<PAGE>
(i) specify the name of the person having tendered the initial notes to
be withdrawn (the "depositor"), the name in which the initial notes
are registered or, if tendered by book-entry transfer, the name of
the participant listing as the owner of those initial notes, if
different from that of the depositor,
(ii) identify the initial notes to be withdrawn, including the certificate
number of numbers of the certificate or certificates representing
those initial notes and the aggregate principal amount of those
initial notes,
(iii) be signed by the holder in the same manner as the original signature
on the letter of transmittal by which those initial notes 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 notes to register the
transfer of those initial notes into the name of the person
withdrawing the tender, and
(iv) specify the name in which any initial notes 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 withdrawal notices will be determined by us in our sole
discretion, which determination will be final and binding on all parties. Any
initial notes so withdrawn will be deemed not to have been validly tendered for
purposes of the exchange offer and no exchange notes will be issued with respect
to those notes unless the initial notes so withdrawn are validly retendered.
Any initial notes which have been tendered but which are withdrawn will be
returned to the holder of those initial notes without cost to that holder as
soon as practicable after the withdrawal. Properly withdrawn initial notes may
be retendered by following one of the procedures described above under "--
Procedures for Tendering Initial Notes" at any time prior to the expiration
date.
Acceptance of Initial Notes for Exchange; Delivery of Exchange Notes
Upon satisfaction or waiver of all of the conditions to the exchange
offer, we will accept, promptly after the expiration date, all initial notes
properly tendered and will issue the exchange notes 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 notes for exchange when we have given oral or written notice of
acceptance to the exchange agent.
In all cases, issuance of the exchange notes in exchange for initial
notes pursuant to the exchange offer will be made only after timely receipt by
us of those initial notes, a properly completed and duly executed letter of
transmittal and all other required documents. If any tendered initial notes are
not accepted for exchange for any reason set forth in the terms and conditions
of the exchange offer, those unaccepted initial notes will be returned without
expense to the tendering holder thereof as promptly as practicable after the
rejection of that tender or the expiration or termination of the exchange offer.
Untendered Initial Notes
Holders of initial notes whose initial notes are not tendered or are
tendered but not accepted in the exchange offer will continue to hold those
initial notes 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 notes will continue to be subject to the existing
restrictions upon transfer on those initial notes and, except as provided in
this prospectus, we will have no further obligation to those holders to provide
for the registration under the Securities Act of 1933 of the initial notes held
by them. To the extent that initial notes are tendered and accepted in the
exchange offer, the trading market for untendered and tendered but unaccepted
initial notes could be adversely affected.
Certain Conditions to the Exchange Offer
<PAGE>
Notwithstanding any other term of the exchange offer, we will not be
required to accept for exchange, or issue exchange notes in exchange for, any
initial notes, and may terminate or amend the exchange offer, if at any time
before the acceptance of initial notes for exchange, any of the following events
occurs:
(1) an injunction, order or decree is 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 has occurred a change in the current interpretation of the staff
of the Commission which current interpretation permits the exchange
notes issued pursuant to the exchange offer in exchange for the
initial notes to be offered for resale, resold and otherwise
transferred by holders thereof, other than (a) a broker-dealer who
purchases the exchange notes directly from us to resell pursuant to
Rule 144A, Regulation S or any other available exemption under the
Securities Act of 1933 or (b) 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
provisions of the Securities Act of 1933 provided that the exchange
notes are acquired in the ordinary course of those holders' business
and those holders have no arrangement with any person to participate
in the distribution of exchange notes.
These conditions are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to any 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 these rights will not be deemed
a waiver of any right and each right will 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 notes and return any initial notes that
have been tendered to their holders,
(2) extend the exchange offer and retain all initial notes tendered prior
to the expiration date, subject to the rights of those holders of
tendered shares of initial notes to withdraw their tendered initial
notes, or
(3) waive that termination event with respect to the exchange offer and
accept all properly tendered initial notes that have not been
withdrawn. If that waiver constitutes a material change in the
exchange offer, we will disclose that change by means of a supplement
to this prospectus that will be distributed to each registered holder
of initial notes, 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 notes, if the exchange offer would otherwise expire during
that period.
In addition, we will not accept for exchange any initial notes tendered,
and no exchange notes will be issued in exchange for any initial notes, if at
any time any stop order is 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 notes 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:
<PAGE>
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: Julie Miller Attention: Julie Miller
By Facsimile: (212) - 815-5915
Confirm by Telephone: (212) - 815-5359
The Bank of New York is also the transfer agent for the initial notes and
exchange notes.
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 with
those services. 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, that information or representations
should not be relied upon as having been authorized by us. Neither the delivery
of this prospectus nor any exchange made by this prospectus 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 in this
prospectus. The exchange offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of initial notes in any jurisdiction in
which the making of the exchange offer or the acceptance of initial notes would
not be in compliance with the laws of that jurisdiction.
Transfer Taxes
We will pay all transfer taxes, if any, applicable to the exchange of
initial notes pursuant to the exchange offer. If, however, certificates
representing exchange notes or initial notes 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 notes tendered,
or if tendered initial notes 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 notes pursuant to the
exchange offer, then the amount of any 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 these taxes or exemption from those taxes
is not submitted with the letter of transmittal, the amount of those transfer
taxes will be billed directly to those tendering holders.
<PAGE>
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 notes will be amortized by us over the term of the
exchange notes 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 notes issued pursuant to the exchange offer in
exchange for initial notes may be offered for resale, resold and otherwise
transferred by their holders, except as provided in the next sentence, without
compliance with the registration and prospectus delivery requirements of the
Securities Act of 1933, provided that exchange notes are acquired in the
ordinary course of those holders' business and those holders have no arrangement
with any person to participate in the distribution of the exchange notes. The
prior sentence does not apply to (1) a broker-dealer who purchases the exchange
notes 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. Any
holder of initial notes who tenders in the exchange offer for the purpose of
participating in a distribution of the exchange notes could not rely on thos
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 notes acquired by these holders
will not be freely transferable except in compliance with the Securities Act of
1933.
Each broker-dealer that receives exchange notes for its own account in
exchange for initial notes 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 those exchange notes. 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
those exchange notes. During that 90-day period, we will use our reasonable
best efforts to make this prospectus available to any broker-dealer for use in
connection with that resale, provided that the 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 notes by broker-
dealers. exchange notes 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 notes or a combination of these methods
of resale, at market prices prevailing at the time of resale, at prices related
to the prevailing market prices or negotiated prices. Any 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 broker-dealer
and/or the purchasers of any exchange notes. Any broker-dealer that resells
exchange notes that were received by it for its own account pursuant to the
exchange offer and any person that participates in the distribution of those
exchange notes may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933 and any profit on that resale of exchange notes and any
commissions or concessions received by any 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 notes (including any broker-
dealers) against certain liabilities, including liabilities under the Securities
Act of 1933.
VALIDITY OF NOTES
The validity of the exchange notes will be passed upon for us by Thomas D.
Hyde, Esq., our Senior Vice President and General Counsel.
EXPERTS
<PAGE>
The financial statements incorporated in this registration statement by
reference to the Annual Report on Form 10-K for the year ended December 31, 1999
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
<PAGE>
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 the 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 that person in connection with
that action, suit or proceeding if that person acted in good faith and in the
manner that 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 that 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 that person in connection with the defense or settlement of that
action or suit if that person acted in good faith and in a manner that 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 that 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 that 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, that 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.
<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
<PAGE>
paid the expense of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred in
defending any action, suit or proceeding in advance of its final disposition
where the required undertaking, if any is required, has been tendered to
Raytheon) 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
*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, File No. 33-
59241, and incorporated herein by reference)
4.4 Supplemental Indenture, dated as of March 2, 2000, to the Indenture
with respect to the floating rate notes due 2002, notes due 2003,
notes due 2006 and notes due 2010
4.5 Form of floating rate exchange note due 2002 (See Exhibit 4.4)
4.6 Form of 7.90% exchange note due 2003 (See Exhibit 4.4)
4.7 Form of 8.20% exchange note due 2006 (See Exhibit 4.4)
4.8 Form of 8.30% exchange note due 2010 (See Exhibit 4.4)
5.1 Opinion of Thomas D. Hyde, Esq., Senior Vice President and General
Counsel of Raytheon 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
25.1 Form T-1 Statement of Eligibility of the Trustee
99.1 Form of Letter of Transmittal
99.2 Form of Guaranty of Delivery
99.3 Form of Exchange Agent Agreement
________________________
* Incorporated herein by reference.
** Previously filed.
Item 22. Undertakings.
<PAGE>
(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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Raytheon has
caused this Pre-Effective Amendment No.1 to its Registration Statement on Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the Town of Lexington, Commonwealth of Massachusetts, on the 14th day of July,
2000.
RAYTHEON COMPANY
By: /s/ Thomas D. Hyde
----------------------------
Thomas D. Hyde
Senior Vice President and
General Counsel for the Registrant
Pursuant to the requirements of the Securities Act of 1933, this Pre-
Effective Amendment No. 1 to the Registration Statement on Form S-4 has been
signed below on July 14, 2000 by the following persons in the capacities
indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>
/s/ Daniel P. Burnham* Chairman and Chief Executive Officer and July 14, 2000
------------------------------------------------- Director (Principal Executive Officer)
Daniel P. Burnham
/s/ Franklyn A. Caine* Senior Vice President and Chief Financial Officer July 14, 2000
------------------------------------------------- (Principal Financial Officer)
Franklyn A. Caine
/s/ Edward S. Pliner* Vice President and Controller July 14, 2000
------------------------------------------------- (Principal Accounting Officer)
Edward S. Pliner
/s/ Barbara M. Barrett* Director July 14, 2000
-------------------------------------------------
Barbara M. Barrett
/s/ Ferdinand Colloredo Mansfeld* Director July 14, 2000
-------------------------------------------------
Ferdinand Colloredo-Mansfeld
/s/ John M. Deutch* Director July 14, 2000
-------------------------------------------------
John M. Deutch
/s/ Thomas E. Everhart* Director July 14, 2000
-------------------------------------------------
Thomas E. Everhart
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ John R. Galvin* Director July 14, 2000
-------------------------------------------------
John R. Galvin
/s/ L. Dennis Kozlowski* Director July 14, 2000
-------------------------------------------------
L. Dennis Kozlowski
/s/ Henrique De Campos Meirelles* Director July 14, 2000
-------------------------------------------------
Henrique De Campos Meirelles
/s/ Dennis J. Picard* Director July 14, 2000
-------------------------------------------------
Dennis J. Picard
/s/ Warren B. Rudman* Director July 14, 2000
-------------------------------------------------
Warren B. Rudman
/s/ William R. Spivey* Director July 14, 2000
-------------------------------------------------
William R. Spivey
Director July 14, 2000
-------------------------------------------------
Alfred M. Zeien
* By: /s/ Thomas D. Hyde July 14, 2000
-------------------------------------------
</TABLE>
Thomas D. Hyde
Attorney in Fact
