RAYTHEON CO/
10-K/A, 2000-06-27
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                                       1

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                FORM 10-K/A- No.1

/X/       Annual Report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the fiscal year ended December 31, 1999.

/ /       Transition report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the transition period from............... to
          ..............
                         Commission File Number 1-13699

                                RAYTHEON COMPANY
             (Exact Name of Registrant as Specified in its Charter)

        DELAWARE                                 95-1778500
(State or Other Jurisdiction of
Incorporation or Organization)         (I.R.S. Employer Identification No.)

   141 SPRING STREET, LEXINGTON, MASSACHUSETTS                     02421
    (Address of Principal Executive Offices)                     (Zip Code)

        Registrant's telephone number, including area code (781) 862-6600

    Securities  registered pursuant to Section 12(b) of the Act:

Title of Each Class                        Name of Each Exchange
                                            on Which Registered

Class A Common Stock, $.01 par value       New York Stock Exchange
Class B Common Stock, $.01 par value       Chicago Stock Exchange
Series A Junior Participating Preferred    Pacific Exchange
     Stock purchase rights

      Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes .X. No ...

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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                                       2

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, as of February 27, 2000, was approximately $6,621,599,169. For
purposes of this disclosure, non-affiliates are deemed to be all persons other
than members of the Board of Directors of the Registrant.

Number of shares of Common Stock outstanding as of February 27, 2000:
337,647,682, consisting of 100,778,310 shares of Class A Common Stock and
236,869,372 shares of Class B Common Stock.

     Documents incorporated by reference and made a part of this Form 10-K:

Portions of Raytheon's Annual Report             Part I, Part II, Part IV
to Stockholders for the fiscal year
ended December 31, 1999.

Portions of the Proxy Statement for                Part III
Raytheon's  2000 Annual Meeting
filed with the Commission within
120 days after the close of
Raytheon's fiscal year.

          The sole purpose of this Form 10-K/A is to file Annual Reports for the
Registrant's various savings and investment plans.

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                           RAYTHEON COMPANY (REGISTRANT)

                                       By: /s/  Thomas D. Hyde
                                                Thomas D. Hyde
                                                Senior Vice President and
                                                General Counsel
Date:  June 26, 2000




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