<PAGE>
As filed with the Securities and Exchange Commission on May 4, 1998
Registration No. 333-
-----
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------
RELTEC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-3227019
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5900 Landerbrook Drive, Suite 300
Cleveland, Ohio 44124-4019
(Address of principal executive office)
------------
AMENDED AND RESTATED 1995 STOCK PURCHASE AND OPTION PLAN FOR
EMPLOYEES OF RELTEC HOLDINGS, INC. AND SUBSIDIARIES
THE 1998 EQUITY PARTICIPATION PLAN OF RELTEC CORPORATION
THE RELTEC CORPORATION SAVINGS AND INVESTMENT PLAN
RELTEC CORPORATION DEFERRED COMPENSATION AND RESTORATION PLAN
RELTEC CORPORATION DIRECTORS' DEFERRED COMPENSATION PLAN
(Full titles of the Plans)
------------
VALERIE GENTILE SACHS
Vice President and General Counsel
RELTEC Corporation
5900 Landerbrook Drive, Suite 300
Cleveland, Ohio 44124-4019
(440) 460-3600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
RAYMOND Y. LIN
Latham & Watkins
885 Third Avenue
Suite 1000
New York, New York 10022
(212) 906-1200
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------- ------------------- ------------------------ ------------------- -----------------
Amount Proposed Proposed
of Shares Maximum Maximum Amount of
to be Offering Price Aggregate Registration
Title of Securities Registered (2) Per Share (3) Offering Fee
to be Registered (1) Price (1)
-------------------------------- ------------------- ------------------------ ------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, 9,377,549 $2.83, $5.00, $250,168,057 $73,800
$.01 par value per share $6.81, $10.56,
$11.50,$12.50,
$13.54,$14.97,
$29.00,$39.8125
-------------------------------- ------------------- ------------------------ ------------------- -----------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to The
RELTEC Corporation Savings and Investment Plan, an indeterminate amount
of interests to be offered or sold pursuant to the RELTEC Corporation
Deferred Compensation and Restoration Plan and an indeterminate amount
of interests to be offered or sold pursuant to the RELTEC Corporation
Directors' Deferred Compensation Plan.
(2) Pursuant to Rule 416 under the Securities Act, additional shares of the
Common Stock of the Company issued or which become issuable in order to
prevent dilution resulting from any future stock split, stock dividend
or similar transaction are also being registered.
(3) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon (a)
the exercise price per share ($2.83) of outstanding options for 189,203
shares; (b) the exercise price per share ($5.00) of outstanding options
for 1,732,200 shares; (c) the exercise price per share ($10.56) of
outstanding options for 34,786 shares; (d) the exercise price per share
($11.50) of outstanding options for 756,481 shares; (e) the exercise
price per share ($12.50) of outstanding options for 864,230 shares; (f)
the exercise price per share ($13.54) of outstanding options for 19,462
shares; (g) the exercise price per share ($14.97) of outstanding
options for 5,176 shares; (h) the exercise price per share ($29.00) of
outstanding options for 850,550 shares and (i) for the remaining
4,925,461 shares, $39.8125, the average of the high and low price for
shares of the Company's common stock, par value $.01 per share (the
"Common Stock") as reported on the New York Stock Exchange composite
tape on April 29, 1998.
<PAGE>
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registration Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") by RELTEC Corporation, a Delaware corporation (the
"Company"), by The RELTEC Corporation Savings and Investment Plan, by the RELTEC
Corporation Deferred Compensation and Restoration Plan and by the RELTEC
Corporation Directors' Deferred Compensation Plan, are incorporated as of their
respective dates in this Registration Statement by reference:
A. The Company's prospectus filed with the Commission pursuant to Rule
424(b) on March 13, 1998 in connection with the Company's Registration
Statement on Form S-1 (File No. 333-44277), including the exhibits
thereto.
B. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-1 referred to in (A) above.
All documents filed by the Company, by The RELTEC Corporation Savings and
Investment Plan, by the RELTEC Corporation Deferred Compensation and Restoration
Plan or by the RELTEC Corporation Directors' Deferred Compensation Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold are incorporated by reference in this
Registration Statement and are a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel
Certain partners of Latham & Watkins, members of their respective families,
related persons and others have an indirect interest, through limited
partnerships, in less than 1% of the Common Stock. Such persons do not have the
power to vote or dispose of such shares of Common Stock. In addition, certain
partners of Latham & Watkins, members of their respective families and others
hold directly less than 1% of the Common Stock.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the Delaware General Corporation Law (the "DGCL"), a
director of the Company shall not be liable to the Company or stockholders for
monetary damages for breach of fiduciary duty as a director. Under the DGCL,
liability of a director may not be limited (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) in respect of certain unlawful dividend payments, stock
redemptions or repurchases and (iv) for any transaction from which the director
derives an improper personal benefit. The effect of the provisions of the
Company's Certificate of Incorporation is to eliminate the rights of the Company
and its stockholders (through stockholders' derivative suits on behalf of the
Company) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior), except in the situations described in
clauses (i) through (iv) above. This provision does not limit or eliminate the
rights of the Company or any stockholder to seek nonmonetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
In addition, the Company's Bylaws provide that the Company shall indemnify its
directors, officers, employees and agents against losses incurred by any such
person by reason of the fact that such person was acting in such capacity.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4(a) Certificate of Incorporation of the Company.
(Incorporated by reference to the Company's
Registration Statement on Form S-1 as filed on
February 5, 1998, as amended, File No. 333-44277.)
<PAGE>
4(b) Bylaws of the Company. (Incorporated by reference to
the Company's Registration Statement on Form S-1 as
filed on February 5, 1998, as amended, File No.
333-44277.)
4(c) Amended and Restated 1995 Stock Option and Purchase
Plan for Employees of RELTEC Holdings, Inc. and
Subsidiaries. (Incorporated by reference to the
Company's Registration Statement on Form S-1 as filed
on January 14, 1998, as amended, File No.
333-44277.)
4(d) The 1998 Equity Participation Plan of RELTEC
Corporation. (Incorporated by reference to the
Company's Registration Statement on Form S-1 as filed
on March 11, 1998, as amended, File No. 333-44277.)
4(e) The RELTEC Corporation Savings and Investment Plan.
4(f) The RELTEC Corporation Deferred Compensation and Restoration
Plan.
4(g) The RELTEC Corporation Directors' Deferred Compensation
Plan.
4(h) Form of Common Stock Certificate. (Incorporated by
reference to the Company's Registration Statement on
Form S-1 as filed on March 11, 1998, as amended, File
No. 33-44277.)
5(a) Opinion of Latham & Watkins as to the legality of the
Common Stock being registered.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Latham & Watkins, included in Exhibit 5(a).
24(a) Power of Attorney, included on signature page.
Pursuant to Item 8 of the instructions to Form S-8, the undersigned
registrant hereby undertakes to submit The RELTEC Savings and Investment Plan
and any amendment thereto to the Internal Revenue Service ("IRS") in a timely
manner, and has made or will make all changes required by the IRS in order to
qualify The RELTEC Savings and Investment Plan.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective
amendment to this Registration Statement:
<PAGE>
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply to information contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the
securities being registered that 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 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 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
<PAGE>
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on March 30, 1998.
RELTEC CORPORATION
By: /s/ Dudley P. Sheffler
----------------------
Dudley P. Sheffler
President, Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below,
hereby constitutes and appoints each of Dudley P. Sheffler, Scott A. Fine and
Valerie Gentile Sachs as true and lawful attorney-in-fact and agent, with full
power of substitution and reimbursement, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments or supplements
to this Registration Statement and to file the same with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing necessary or
appropriate to be done with respect to this Registration Statement or any
amendments or supplements hereto in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date Signed
--------- ----- -----------
/s/ Dudley P. Sheffler President, Chief Executive Officer March 30, 1998
------------------------ and Director
Dudley P. Sheffler (Principal Executive Officer)
/s/ John L. Wilson Vice President--Controller March 30, 1998
------------------------ (Principal Financial and
John L. Wilson Accounting Officer)
/s/ James H. Greene, Jr. Director March 30, 1999
------------------------
James H. Greene, Jr.
/s/ Henry R. Kravis Director March 30, 1998
------------------------
Henry R. Kravis
/s/ Alexander Navab, Jr. Director March 30, 1998
------------------------
Alexander Navab, Jr.
/s/ George R. Roberts Director March 30, 1998
------------------------
George R. Roberts
<PAGE>
Pursuant to the requirements of the Securities Act of 1993, as amended, The
RELTEC Corporation Savings and Investment Plan has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Cleveland, Ohio on April 16, 1998.
THE RELTEC CORPORATION SAVINGS AND
INVESTMENT PLAN
By: Administrative Committee of The RELTEC
Corporation Savings and Investment Plan
By: /s/ David G. Phelps
----------------------------------------
David G. Phelps
<PAGE>
Pursuant to the requirements of the Securities Act of 1993, as amended, the
RELTEC Corporation Deferred Compensation and Restoration Plan has caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Cleveland, Ohio on April 16, 1998.
THE RELTEC CORPORATION DEFERRED
COMPENSATION AND RESTORATION PLAN
By: Administrator of the RELTEC Corporation
Deferred Compensation and Restoration Plan
By: /s/ David G. Phelps
----------------------------------------
David G. Phelps
<PAGE>
Pursuant to the requirements of the Securities Act of 1993, as amended, the
RELTEC Corporation Directors' Deferred Compensation Plan has caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Cleveland, Ohio on April 16, 1998.
THE RELTEC CORPORATION DIRECTORS'
DEFERRED COMPENSATION PLAN
By: Administrator of the RELTEC Corporation
Directors' Deferred Compensation Plan
By: /s/ David G. Phelps
-----------------------------------------
David G. Phelps
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
4(a) Certificate of Incorporation of the Company.
(Incorporated by reference to the Company's
Registration Statement on Form S-1 as filed on
February 5, 1998, as amended, File No. 333-44277.)
4(b) Bylaws of the Company. (Incorporated by reference to
the Company's Registration Statement on Form S-1 as
filed on February 5, 1998, as amended, File No.
333-44277.)
4(c) Amended and Restated 1995 Stock Option and Purchase
Plan for Employees of RELTEC Holdings, Inc. and
Subsidiaries. (Incorporated by reference to the
Company's Registration Statement on Form S-1 as filed
on January 14, 1998, as amended, File No.
333-44277.)
4(d) The 1998 Equity Participation Plan of RELTEC
Corporation. (Incorporated by reference to the
Company's Registration Statement on Form S-1 as filed
on March 11, 1998, as amended, File No. 333-44277.)
4(e) The RELTEC Corporation Savings and Investment Plan.
4(f) The RELTEC Corporation Deferred Compensation and Restoration
Plan.
4(g) The RELTEC Corporation Directors' Deferred Compensation Plan.
4(h) Form of Common Stock Certificate. (Incorporated by
reference to the Company's Registration Statement on
Form S-1 as filed on March 11, 1998, as amended, File
No. 333-44277.)
5(a) Opinion of Latham & Watkins as to the legality of the Common
Stock being registered.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Latham & Watkins, included in Exhibit 5(a).
24(a) Power of Attorney, included on signature page.
</TABLE>
<PAGE>
Exhibit 4(f)
RELTEC CORPORATION
DEFERRED COMPENSATION AND RESTORATION PLAN
(Effective April 1, 1998)
<PAGE>
TABLE OF CONTENTS
<TABLE>
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Page
----
<S> <C>
ARTICLE I INTRODUCTION........................................ 1
ARTICLE II DEFINITIONS AND GENERAL PROVISIONS.................. 2
ARTICLE III ELIGIBILITY AND PARTICIPATION....................... 5
ARTICLE IV BENEFITS............................................ 8
ARTICLE V VESTING............................................. 12
ARTICLE VI DISTRIBUTION OF BENEFITS............................ 13
ARTICLE VII PLAN ADMINISTRATION................................. 17
ARTICLE VIII AMENDMENT AND TERMINATION........................... 20
ARTICLE IX CLAIMS PROCEDURE.................................... 22
ARTICLE X MISCELLANEOUS PROVISIONS............................ 24
</TABLE>
<PAGE>
RELTEC CORPORATION
DEFERRED COMPENSATION AND RESTORATION PLAN
ARTICLE I
INTRODUCTION
The purpose of this Plan is to restore certain Retirement Plan and Savings
and Investment Plan benefits which eligible employees and their beneficiaries
otherwise would lose as a result of (a) certain limitations placed on
contributions to tax-qualified retirement plans under the Internal Revenue Code
and (b) certain limitations placed on compensation that can be deferred under
the Savings and Investment Plan. By restoring such contributions, this Plan is
intended to treat the eligible employees as if they were unaffected by these
Internal Revenue Code limitations. This Plan is intended to be an unfunded plan
maintained exclusively for the purpose of providing deferred compensation for a
"select group of management or highly compensated employees," within the meaning
of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income
Security Act of 1974, as amended. The terms and provisions of this Plan are as
follows:
<PAGE>
ARTICLE II
DEFINITIONS AND GENERAL PROVISIONS
2.1 "Account" means the account maintained under this Plan on the books of the
Company for the benefit of a Participant. The Company shall maintain an Account
for each Eligible Employee who commences active participation in the Plan.
2.2 "Base Compensation" means earnings for services rendered as an Eligible
Employee for the Plan Year, but Base Compensation shall not include any amounts
paid as severance pay; amounts realized from the exercise of a nonqualified
stock option or when restricted stock (or property) held by an Eligible Employee
either becomes freely transferable or is no longer subject to substantial risk
or forfeiture; amounts realized from the sale, exchange, or other disposition of
stock acquired under a qualified stock option; amounts received as a result of a
stock appreciation right; amounts received under long-term cash programs;
amounts received under cash perquisite plan; and any extraordinary or irregular
compensation which the Committee specifies under rules that must be uniform for
similarly situated Eligible Employees. The limitations imposed by Code Section
401(a)(17) do not apply to Base Compensation.
2.3 "Bonus Payments" means amounts paid by the Employer to an Eligible Employee
under the Company's incentive compensation programs including but not limited to
the Company's management and incentive plan and sales incentive compensation
plan for the Plan Year. The limitations imposed by Code Section 401(a)(17) do
not apply to Bonus Payments.
2.4 "Beneficiary" means any person who becomes entitled to receive any
distribution hereunder by reason of the death of a Participant.
2.5 "Code" means the Internal Revenue Code of 1986, as amended and then in
effect.
2
<PAGE>
2.6 "Committee" means the Plan Committee described in Article VII hereof.
2.7 "Company" means RELTEC Corporation, a Delaware corporation, together with
any successor thereto which adopts this Plan by appropriate written action.
2.8 "Compensation" means an Eligible Employee's Base Compensation and Bonus
Payments for a Plan Year.
2.9 "Effective Date" of the Plan means April 1, 1998.
2.10 "Eligible Employee" means any employee of an Employer who meets all of the
requirements of Section 3.1 of the Plan.
2.11 "Employer" means the Company and any other corporation which shall elect,
with the consent of the Company, to participate in the Plan in the manner
described in Section 3.5, or any successor corporation which shall adopt the
Plan. If any such corporation shall terminate its participation in the Plan,
such corporation shall cease to be an Employer.
2.12 "ERISA" means The Employee Retirement Income Security Act of 1974, as
amended and then in effect.
2.13 "Participant" means any Eligible Employee who meets the eligibility
requirements for participation in the Plan as set forth in Article III.
2.14 "Plan" means the plan set forth in this instrument and known as the "RELTEC
Corporation Deferred Compensation and Restoration Plan," as it may be amended
from time to time.
2.15 "Plan Year" means the period of time commencing each January 1 and ending
on the following December 31; provided, however, that the initial year of the
Plan shall begin on April 1, 1998 and end on December 31, 1998.
3
<PAGE>
2.16 "Retirement Plan" means the RELTEC Corporation Retirement Plan (Effective
January 1, 1998).
2.17 "Retirement Plan Compensation" means amounts paid or payable by the
Employer to an Eligible Employee as "compensation" for the Plan Year, as defined
under the Retirement Plan. Without limiting the generality of the foregoing, the
limitations imposed by Code Section 401(a)(17) do not apply to Retirement Plan
Compensation, as defined under the Retirement Plan.
2.18 "Savings and Investment Plan" means the RELTEC Corporation Savings and
Investment Plan.
2.19 "Valuation Date" means each business day.
2.20 General Provisions. The masculine wherever used herein shall include the
feminine; singular and plural forms are interchangeable. Certain terms of more
limited application have been defined in the provisions to which they are
principally applicable. The division of the Plan into Articles and Sections with
captions has been done for convenience only and is not to be taken as limiting
or extending the meaning of any of its provisions.
4
<PAGE>
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 General Eligibility Conditions. To become eligible to participate in
this Plan, an individual must be: (a) an employee of an Employer whose Base
Compensation for the Plan Year is in excess of $100,000, (b) among a select
group of management or highly compensated employees, within the meaning of
Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, and (c) designated as an
Eligible Employee by the Committee. To acquire an interest in the Plan, however,
a Participant must meet the criteria described in this Section 3.1 and also must
meet the requirements of Section 3.2 and/or Section 3.3 hereof.
3.2 Eligibility for Allocation of Contributions Under Section 4.1. In order
to receive an allocation of contributions under Section 4.1 hereof, a
Participant must be a participant concurrently under the Retirement Plan and
have the amount of contributions made by the Employer on behalf of the
Participant under the Retirement Plan limited or reduced currently by reason of
the application of the limitations of Code Sections 401(a)(17) and/or 415(c)(1).
3.3 Specific Conditions For Active Participation. To actively participate
in the Plan (i.e., to make deferrals hereunder), a Participant must concurrently
(a) be a participant under the Savings and Investment Plan; (b) have elective
deferred contributions under the Savings and Investment Plan limited or reduced
currently by reason of application of the limitations of Code Sections
401(a)(17), 402(g), 401(k)(3) and/or 415(c)(1); and (c) agree in writing that
elective deferrals that are limited or reduced (and therefore cannot be made to
the Savings and Investment Plan) be withheld from such Participant's
Compensation and instead credited to such Participant's Account under this Plan.
A Participant's Compensation Deferral Agreement shall be filed with
5
<PAGE>
the Committee on a form prescribed by it and shall be filed at such times as the
Committee may specify.
With respect to an Eligible Employee's initial year of eligibility to
participate in the Plan, the Eligible Employee may elect to participate and
defer Compensation earned after the date of the election, effective as of the
first day of any month following the date the Eligible Employee files a
Compensation Deferral Agreement with the Committee. Except as otherwise provided
in the immediately preceding sentence, any election to participate and defer
Compensation must be made in the Plan Year preceding the Plan Year in which the
Compensation to be deferred is to be earned. In all cases, a Participant shall
file his Compensation Deferral Agreement prior to the time any of the
Compensation covered by such agreement is to be earned by such Participant.
A Compensation deferral election for the initial year of the Plan is
irrevocable with respect to the Compensation to be deferred for the remainder of
the initial year of the Plan. Elections to participate and defer Compensation
shall continue in effect at the percentage rate elected until such election is
revoked or modified by a Participant in writing to the Committee or its
designee, but such change or revocation shall be effective only with respect to
Compensation to be earned in and after the Plan Year in which such change or
revocation is made by a Participant.
3.4 Eligibility List; Suspension of Active Participation. The Committee
shall maintain a written list of those employees who then qualify as Eligible
Employees hereunder. No later than thirty (30) days prior to the close of each
Plan Year the Plan remains in effect, the Committee shall compile and publish to
all Eligible Employees and Participants a list containing
6
<PAGE>
the names of those individuals qualifying as Eligible Employees for the
succeeding Plan Year. Any Participant not listed as an Eligible Employee for a
given Plan Year, or whose Employer ceases to participate as an Employer
hereunder, shall cease to have any right to defer Compensation for such Plan
Year or to receive an allocation under Section 4.1 or Section 4.3; provided that
any amounts credited to the Plan Account of a Participant whose participation is
suspended shall continue to be maintained under the Plan otherwise in accordance
with its terms.
3.5 Participation by Other Employers. With the consent of the Company, any
corporation which is a member of the same controlled group as the Company
(within the meaning of Code Section 1563(a)) may become a participating employer
under the Plan by executing and delivering such instruments and taking such
other action as may be necessary or desirable to put the Plan into effect with
respect to such corporation, and delegating to the Company all power and
authority, as such other corporation's agent and attorney-in-fact, to administer
the Plan as further provided in Section 10.9 hereof.
3.6 Termination of Participation. Once an Eligible Employee becomes a
Participant, such individual shall continue to be a Participant until such
individual: (a) fails to meet at least one of the conditions described in
Section 3.1 and (b) ceases to have any vested interest in the Plan (as a result
of distributions made to such Participant or his Beneficiary, if applicable), or
otherwise.
7
<PAGE>
ARTICLE IV
BENEFITS
4.1 Allocations Related to the Retirement Plan. For a particular Plan Year,
a Participant shall have credited to his Account under the Plan an amount equal
to the difference between (a) and (b) where:
(a) equals the Employer contributions that otherwise would have
been allocated to the Participant's account under the
Retirement Plan for the Plan Year if such contributions were
not limited or reduced by the application of the limitations
of Code Sections 401(a)(17) and/or 415(c)(1); and
(b) equals the Employer contributions allocated to the
Participant's account under the Retirement Plan for the Plan
Year.
The provisions of this Section 4.1 shall be effective with respect to amounts
contributed to the Retirement Plan for periods commencing on and after January
1, 1998.
4.2 Compensation Deferral Amounts. A Participant may elect to defer receipt
of up to twenty-five percent (25%) of his Base Compensation and/or up to one
hundred percent (100%) of his Bonus Payments under the Plan for a given Plan
Year. Compensation deferral elections under the Plan must be made before the
beginning of the Plan Year to which they apply; however, for the Plan Year in
which an Eligible Employee first becomes eligible to participate in the Plan in
accordance with Sections 3.1 and 3.3 hereof, such election must be made before
the effective date of participation and only Compensation earned after the date
of election shall be taken into account. A Participant who continues to be
eligible to participate in the Plan as an
8
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Eligible Employee may suspend or alter the amount of his Compensation deferrals
under the Plan, effective as of the first day of any Plan Year.
4.3 Allocations Related to the Savings and Investment Plan. For a
particular Plan Year, a Participant shall have credited or allocated to his
Account under the Plan the following amounts:
(a) the Compensation deferral amounts described in Section 4.2;
and
(b) the amount of Employer matching contributions on the amounts
described in Section 4.2 that would otherwise have been made
under the Savings and Investment Plan had such elective
deferrals not been limited by Code Sections 401(a)(17)
and/or 415(c)(1) and assuming such amounts would have been
contributed to the Savings and Investment Plan; provided,
however, that to be eligible for an allocation of
contributions under this Section 4.3(b), a Participant
actually must make the Compensation deferrals to this Plan
that are described in Section 4.2.
4.4 Time and Method for Allocation of Amounts.
(a) Amounts will be credited to Accounts of Participants under
Section 4.1 at such time, and in such manner, as they would
have been credited under the Retirement Plan, subject to the
rights of the Committee to establish such rules and
procedures as described in Section 7.2.
(b) Amounts will be credited to Accounts of Participants under
Section 4.3(a) at such time, and in such manner, as they
would have been credited under
9
<PAGE>
the Savings and Investment Plan, subject to the rights of
the Committee to establish such rules and procedures as
described in Section 7.2.
(c) Amounts will be credited to Accounts of Participants under
Section 4.3(b) as of the last day of the Plan Year, subject
to the rights of the Committee to establish such rules and
procedures as described in Section 7.2.
4.5 Investments.
(a) The Company shall deposit the amounts to be credited to the
Account of a Participant under Sections 4.1 and 4.3 for a
Plan Year in an account maintained for the benefit of the
Participant under the RELTEC Deferred Compensation Plan
Trust (the "Trust" or "Trust Fund").
(b) The Company shall direct the trustee of the Trust to
establish and maintain the following Investment Funds under
the Trust for investment of contributions under this Plan:
(i) Vanguard Fixed Income Securities-Short Term Federal
Bond Fund;
(ii) Vanguard Bond Index Fund; (iii) Vanguard Index
Trust-500 Portfolio; (iv) Vanguard/Windsor II Fund;
(v) Vanguard U.S. Growth Portfolio;
(vi) Vanguard/PrimeCap Fund;
(vii) Vanguard Explorer Fund; and
(viii) Vanguard International Growth Portfolio.
10
<PAGE>
A Company Stock Fund may also be established as an Investment Fund under
the Plan if directed by the Committee.
Subject to such limitations established by the Committee or as may be
required by law, a Participant may request that the amounts credited to his
Account under Sections 4.1 and 4.3 for a Plan Year be invested in whole in an
Investment Fund or in 1% increments among such Investment Funds. A Participant
may change any such investment election in accordance with the rules and
procedures established by the Committee or its delegate. A Participant may
direct a change with respect to the existing balance of his Account in the
Investment Funds in accordance with the rules and procedures established by the
Committee or its delegate.
Separate subaccounts shall be established on behalf of each Participant
under the Trust to reflect each Participant's investment elections, and any
earnings, gains or losses attributable to such elections.
4.6 Valuation of Accounts. The value of each Plan Account shall be
determined on each Valuation Date.
11
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ARTICLE V
VESTING
A Participant always will be one hundred percent (100%) vested in amounts
credited to his Account.
12
<PAGE>
ARTICLE VI
DISTRIBUTION OF BENEFITS
6.1 Distribution upon Termination of Employment. If a Participant's
employment by the Company (or, where applicable, by an Employer) terminates for
any reason other than death, such Participant's Account balance shall be paid or
distributed in cash, in the form of a lump sum payment within an
administratively reasonable period of time after the Participant's employment by
the Company (or, where applicable, by an Employer) terminates. Notwithstanding
the foregoing provisions of this Section 6.1, a Participant retiring from the
employ of the Employer after attaining age fifty-five (55) and receiving credit
for at least ten (10) years of vesting service under the Retirement Plan may
request, subject to the approval of the Committee, that the distribution of his
Account balance be made in a series of approximately equal annual installments
over a fixed period of time which shall not exceed twenty (20) years. The first
distribution of a series of annual installments shall be made within an
administratively reasonable period of time after the Participant's employment by
the Company (or, where applicable, by an Employer) terminates. A Participant's
request that his distribution be made in the form of installments must be filed
with the Committee a minimum of twelve (12) months prior to the Participant's
retirement date. If a Participant's Account is to be distributed in a series of
installments, the amount of an installment shall be calculated by multiplying
the balance of the Participant's Account at the end of the Plan Year, the
numerator of which is one and the denominator of which is the number of
installments remaining to be paid.
6.2 Distribution upon Death. In the event a Participant dies prior to
commencing receipt of his Account balance, his designated Beneficiary shall
receive a lump sum payment of
13
<PAGE>
said balance. In the event a Participant dies after having commenced receipt of
installment payments (as provided in Section 6.1), his designated Beneficiary
shall receive payment of the remaining installments in a single lump sum. So
long as a valid Beneficiary designation is received and on file with the
Company, distribution of a Participant's vested Account balance on account of
death shall be made within sixty (60) days of such date of death (or if later,
within thirty (30) days following written notice to the Company of such death).
If a Participant fails to designate a Beneficiary before his death or if no
designated Beneficiary survives the Participant, any death benefit payable
hereunder shall be distributed to the spouse (if surviving) of the Participant,
or otherwise to the Participant's estate.
6.3 Hardship Distributions. In the event of an Unforeseen Financial
Emergency (as hereinafter defined), a Participant may request a distribution of
all or a portion of his Account Balance by submitting a written request to the
Committee accompanied by documentation to demonstrate that the Participant has a
financial hardship due to an Unforeseeable Financial Emergency. The Committee
shall have the authority to require such documentation as it deems necessary to
determine if a distribution is warranted.
If an application for hardship distribution due to an Unforeseeable
Financial Emergency is approved, the distribution is limited to an amount
sufficient to meet the Unforeseeable Financial Emergency. The distribution shall
be payable in a method determined by the Committee within an administratively
reasonable period of time after approval of such distribution.
A Participant who has commenced receiving installment payments under the
Plan may request acceleration of such payments in the event of an Unforeseeable
Financial Emergency.
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<PAGE>
The Committee may permit accelerated payments to the extent such accelerated
payment does not exceed the amount necessary to meet the Unforeseeable Financial
Emergency.
For purposes of the Plan, "Unforeseeable Financial Emergency", means a
severe financial hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or of a dependent of the
Participant, loss of the Participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. The circumstances that will
constitute an "Unforeseeable Financial Emergency" would depend upon the facts of
each case, but, in any case, payment may not be made in the event that such
hardship is or may be relieved:
(1) through reimbursement or compensation by insurance or otherwise,
(2) by liquidation of the Participant's assets, to the extent that
liquidation of such assets would not itself cause severe financial
hardship, or
(3) by cessation of compensation deferrals under the Plan.
6.4 Liquidation of the Company. In the event of the liquidation of the
Company, or the sale of substantially all its assets, or its merger or
consolidation, the Board of Directors of the Company may make any alterations in
the provisions for distributing the amounts credited to the accounts which are
appropriate and equitable under the circumstances and which are consistent with
the spirit and purposes of the Plan, with respect to the affected employees.
6.5 Distributions upon Change in Control. Notwithstanding the provisions of
Section 6.4, in the event of a Change of Control (as hereinafter defined), the
Company shall notify each Participant and each other person entitled to payments
under the Plan as promptly as practicable after the occurrence of such event, of
the person's right to receive, in lieu of all future amounts
15
<PAGE>
payable to him under the Plan, a single lump sum payment of the amount then
credited to his account. The required payment shall be made to each person no
later than thirty (30) days after the occurrence of such event. For purposes of
the Plan, the term "Change of Control" shall mean:
(1) a sale of all or substantially all of the assets of the
Company to a Person who is not an Affiliate of Kohlberg
Kravis Roberts & Co., L.P. ("KKR") or any entity in which
the shareholders of the Company immediately prior to such
transaction do not control more than 50% of the voting power
immediately following the transaction,
(2) a sale by KKR or any of its Affiliates resulting in more
than 50% of the voting stock of the Company being held by a
Person or Group that does not include KKR or any of its
Affiliates, or
(3) a merger or consolidation of the Company into another Person
which is not an Affiliate of KKR or an entity in which the
shareholders of the Company immediately prior to such
transaction do not control more than 50% of the voting power
immediately following the transaction.
For purposes of this Section,
(A) "Group" means two or more Persons acting together as a
partnership, limited partnership, syndicate or other group
for the purpose of acquiring, holding or disposing of
securities of the Company;
(B) "Affiliate" means (i) with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or
under common control with such Person, and (ii) with respect
to the Company, also any entity designated by the Board of
Directors of the Company in which the Company or one of its
Affiliates has an interest, and (iii) with respect to KKR,
also any Affiliate of any partner of KKR;
(C) "Person means an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other
entity of whatever nature; and
(D) "Control" shall have the meaning given such term under Rule
405 of the Securities Act of 1933.
16
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ARTICLE VII
PLAN ADMINISTRATION
7.1 Administration. The Plan shall be administered as an unfunded deferred
compensation plan not intended to meet the qualification requirements of Code
Section 401.
7.2 Plan Committee. The Plan shall be administered by a Committee, to be
appointed by the Company's Board of Directors. No member of the Committee shall
act or participate in any action of the Committee directly affecting his own
Account under the Plan, unless such action is of general application to all
Participants. The Committee is authorized to interpret the Plan and, from time
to time, may adopt such rules and regulations, consistent with the provisions of
the Plan, as it may deem advisable to carry out the purposes of the Plan.
The Committee will operate and administer the Plan and shall have all
powers necessary to accomplish that purpose, including, but not limited to, the
discretionary authority to interpret the Plan; the discretionary authority to
determine all questions relating to the rights and status of Eligible Employees,
Participants and Beneficiaries; the discretionary authority to make such rules
and regulations for the administration of the Plan as are not inconsistent with
the terms and provisions hereof; and all other authority and power relating to
the administration of the Plan not expressly reserved by the Plan to the Board
of Directors of the Company. All decisions made by the Committee shall be final,
conclusive and binding on all parties with an interest in the Plan.
Without limiting the powers set forth herein, the Committee shall have the
power to: (a) with the consent of the Board of Directors of the Company, change
or waive in writing any requirements of the Plan to conform with law or to meet
special circumstances not anticipated or covered in the Plan; (b) determine the
times and places for holding meetings of the
17
<PAGE>
Committee and the notice to be given of such meetings; (c) employ or otherwise
retain such agents and assistants, counsel (who may be of counsel to the Company
herein), and clerical and other service providers as the Committee may require
in carrying out the provisions of the Plan; and (d) authorize one or more of
their number, or any agent thereof, to execute or deliver any instrument on
behalf of the Committee.
The members of the Committee, the Company, and the Company's officers and
directors shall be entitled to rely upon all valuations, certificates and
reports furnished by any funding agent, upon all certificates and reports made
by an accountant, and upon all opinions given by any legal counsel selected or
approved by the Committee. The members of the Committee and the Company and its
officers and directors shall, except as otherwise provided by law, be fully
protected in respect of any action taken or suffered by them in good faith in
reliance upon any such valuations, certificates, reports, opinions or other
advice of a funding agent or any such accountant or counsel.
7.3 Statement of Participant's Account. No less frequently than quarterly,
the Committee shall mail, or cause to be mailed, first-class, to each
Participant a written statement setting forth the Participant's Account value as
of such date. Such statement shall be deemed to have been accepted as correct
unless written notice to the contrary is received by the Committee within thirty
(30) days after the mailing of such statement to the Participant.
7.4 Filing Claims. Any Participant or Beneficiary entitled to a
distribution under the Plan shall be required to file a written claim
application with the Committee with respect to such claimed distribution, on
such forms and in such manner as the Committee shall prescribe.
18
<PAGE>
7.5 Payment of Expenses. All costs and expenses incurred in administering
the Plan shall be paid by the Company or charged against Participants' Accounts,
as determined by the Company acting in its sole discretion; however, any charges
made against Participants' Accounts generally shall be based on the
proportionate value of all such Accounts.
19
<PAGE>
ARTICLE VIII
AMENDMENT AND TERMINATION
8.1 Amendment. The Company hereby reserves the right, at any time and from
time to time, by written action of its Board of Directors (or by written action
of an officer or officers of the Company to whom such Board of Directors has
delegated the authority to amend the Plan), to amend, modify or alter any or all
of the provisions of the Plan without the consent of any other Employer or any
Eligible Employee, Participant, Beneficiary, or other person; however, no
amendment shall operate retroactively so as to affect adversely any rights to
which a Participant may be entitled under the provisions of the Plan as in
effect prior to such action. Any such amendment, modification or alteration
shall be expressed in an instrument executed by an authorized officer or
officers of the Company, and shall become effective as of the date designated in
such instrument. A copy of any amendment made to the Plan shall be delivered to
all Employers (if any) as soon as practicable following its adoption.
8.2 Termination. The Company reserves the right to suspend, discontinue or
terminate the Plan, at any time, in whole or in part, by written action of its
Board of Directors, effective as of the date designated in such written action,
and without the consent of any other Employer, or any Eligible Employee,
Participant, Beneficiary, or other person. A copy of such written action to
suspend, discontinue or terminate the Plan shall be delivered to all Employers
(if any) immediately following its adoption.
Any Employer may terminate its participation in the Plan at any time by
providing written notice thereof to the Company, signed by an officer of such
Employer; however, no such termination shall operate retroactively so as to
adversely affect any rights to
20
<PAGE>
which a Participant may be entitled under the provisions of the Plan as in
effect prior to such action. In the event of any termination by an Employer of
its participation in the Plan, all benefits (including those then being paid in
installments) then held under the Plan for Eligible Employees employed (or
formerly employed) by that Employer shall be distributed within twelve (12)
months of the date of such Plan termination.
21
<PAGE>
ARTICLE IX
CLAIMS PROCEDURE
9.1 Filing Claims. Any Participant, beneficiary or other individual
(hereinafter a "Claimant") entitled to benefits under the Plan, or otherwise
eligible to participate herein, shall be required to file a written claim with
the Committee (or its designee) requesting payment or distribution of such Plan
benefits (or written confirmation of Plan eligibility, as the case may be), on
such form and in such manner as the Committee shall prescribe. Unless and until
a Claimant makes proper application for benefits in accordance with the rules
and procedures established by the Committee, such Claimant shall have no right
to receive any distribution from or under the Plan.
9.2 Notification to Claimant. If a Claimant's application is wholly or
partially denied, the Committee (or its designee) shall, within ninety (90)
days, furnish to such Claimant a written notice of its decision. Such notices
shall be written in a manner calculated to be understood by such Claimant, and
shall contain at least the following information:
(a) The specific reason or reasons for such denial;
(b) A specific reference to pertinent Plan provisions upon which
such denial is based;
(c) A description of any additional material or information
necessary for such Claimant to perfect his claim, and an
explanation of why such material or information is
necessary; and
(d) An explanation of the Plan's claim review procedure
describing the steps to be taken by such Claimant, if he
wishes to submit his claim for review.
22
<PAGE>
9.3 Review Procedure. Within sixty (60) days after the receipt of such
notice from the Committee, such Claimant, or the duly authorized representative
thereof, may request, by written application to the Plan, a review by the
Committee of the decision denying such claim. In connection with such review,
such Claimant, or duly authorized representative thereof, shall be entitled to
receive any and all documents pertinent to the claim or its denial and shall
also be entitled to submit issues and comments in writing. The decision of the
Committee upon such review shall be made promptly and not later than sixty (60)
days after the receipt of such request for review, unless special circumstances
require an extension of time for processing, in which case a decision shall be
rendered as soon as possible, but not later than one hundred twenty (120) days
after the Committee's receipt of a request for review. Any such decision on
review shall be in writing and shall include specific reasons for the decision
and specific references to the pertinent Plan provisions on which the decision
is based.
23
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1 Employment Relationship. Nothing in the adoption or maintenance of
this Plan shall confer on any Eligible Employee the right to continued
employment by the Company (or, as applicable, an Employer) or any affiliate or
subsidiary corporation thereof, or affect in any way the right of the Company or
an Employer, or such affiliate or subsidiary, to terminate such Eligible
Employee's employment at any time. Any question as to whether and when there has
been a termination of a Participant's employment, and the cause of such
termination, shall be determined by the Committee; any such determination by the
Committee shall be final, binding and conclusive.
10.2 Facility of Payments. Whenever, in the opinion of the Committee, a
person entitled to receive any payment, or installment thereof, is under a legal
disability or is unable to manage his financial affairs, the Committee shall
have the discretionary authority to direct payments to such person's legal
representative, or to a relative or friend of such person for his benefit.
Alternatively, the Committee may in its discretion apply the payment for the
benefit of such person in such manner as the Committee deems advisable. Any such
payment or application of benefits, made in good faith and in accordance with
the provisions of this Section, shall completely discharge any liability of the
Plan, the Company, all Employers, and the Committee with respect to such payment
or application of benefits.
10.3 Funding of Benefits. Benefits to be provided under this Plan shall be
funded through the use of a trust, which shall be in a form approved by the
Committee and hereafter
24
<PAGE>
attached as Exhibit B to this Plan (the "Trust" or "Trust Fund"); provided,
however, that this Plan is intended to be and will be construed as an "unfunded"
plan under Title I of ERISA.
The Trust Fund shall be held and administered for the sole purpose of
providing payments to Participants in accordance with the provisions of this
Plan and the Trust and defraying reasonable expenses of administration in
accordance with the provisions of the Trust; provided that if (a) the Company is
unable to pay its debts as they mature or as they become due, or (b) the Company
files or has filed against it any proceedings under the bankruptcy laws of the
United States or the State of Ohio, the Trust Fund shall be used to satisfy the
claims of the general creditors of the Company.
10.4 Anti-Alienation. No right, benefit or interest in the Plan shall be
subject to anticipation, alienation, sale, assignment, pledge, partition, lien,
levy, encumbrance or charge; and any attempt to anticipate, alienate, sell,
assign, pledge, partition, place a lien upon, levy, encumber or charge the same
shall be void. No such right, benefit or interest shall be liable for or subject
to the debts, contracts, liabilities, or torts of the person entitled to such
benefits. If a Participant, a Participant's spouse, or any Beneficiary should
become bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right to benefits under this Plan, then those rights, in
the discretion of the Committee, shall cease. In this case, the Committee in its
sole discretion may hold or apply the interests at issue, or any part thereof,
for the benefit of the Participant, the Participant's spouse, or Beneficiary in
such manner as the Committee in its sole discretion may deem proper.
Notwithstanding the generality of the foregoing, the Company (or an Employer, as
applicable) shall have the unrestricted right to set off against or recover out
of any payments or benefits due a Participant or Beneficiary, at the time such
payments or
25
<PAGE>
benefits otherwise would have been payable hereunder, any amounts owed or owing
to the Company (or Employer) by such Participant or Beneficiary.
10.5 Indemnification. Each Participant, by executing a Compensation
Deferral Agreement and becoming a Participant hereunder, acknowledges and agrees
to indemnify and hold the Company (and, if applicable, any Employer thereof)
harmless from and against any damages, losses and expenses (including, without
limitation litigation costs incurred by the Company (or Employer) in connection
with the administration of the Plan) arising from third-party claims disputes
involving the Participant's Plan interest (including without limitation, tax
liens and levies, creditors' claims, garnishment and bankruptcy proceedings, and
proceedings in domestic relations court).
10.6 Unclaimed Interests. If the Committee shall at any time be unable to
make distribution or payment of benefits hereunder to a Participant or any
Beneficiary of a Participant by reason of the fact that his whereabouts are
unknown, the Committee shall so certify, and thereafter the Committee shall
attempt to locate such missing person. In the event that such missing person is
not located with seven (7) years, then the Committee shall cause the Company to
pay over to the Secretary of the State of Ohio any and all amounts then owed to
such person, in accordance with the Ohio unclaimed funds law presently codified
at Chapter 169 of the Ohio Revised Code, and the Company's obligations thereto
shall thereupon be considered fully and completely discharged and satisfied.
10.7 References to Code, Statutes and Regulations. Any and all references
in this Plan to any provision of the Code, ERISA, or any other statute, law,
regulation, ruling or order shall be deemed to refer also to any successor
statute, law, regulation, ruling or order.
26
<PAGE>
10.8 Liability. The Company, and its directors, officers and employees,
shall be free from liability, joint or several, for personal acts, omissions,
and conduct, and for the acts, omissions and conduct of duly appointed agents,
in the administration of this Plan, except to the extent that the effects and
consequences of such personal acts, omissions or conduct result from willful
misconduct.
10.9 Company as Agent for Employers. Each corporation which becomes a
participating Employer hereunder, by so doing, shall be deemed to have appointed
the Company its agent and attorney-in-fact to exercise on its behalf all of the
powers and authority hereby conferred upon the Company under the Plan including,
without limitation, the power and authority to amend and terminate the Plan. The
Company's power and authority under the Plan shall continue, regardless whether
an Employer terminates its participation in the Plan.
10.10 Governing Law; Severability. The Plan shall be construed according to
the laws of the State of Ohio, and all provisions hereof shall be administered
according to the laws of that State, except to the extent preempted by federal
law (including, without limitation, ERISA). In the event that any one or more of
the provisions of the Plan shall for any reason be held to be invalid, illegal,
or unenforceable, such invalidity, illegality or unenforceability shall not
affect any other provision of the Plan; rather, the Plan shall be construed as
if such invalid, illegal, or unenforceable provisions had never been contained
herein, and there shall be deemed substituted such other provision as will most
nearly accomplish the intent of the parties to the extent permitted by
applicable law.
27
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10.11 Taxes. The Employer of a Participant shall be entitled to withhold
and remit any federal, state and local taxes from any distribution made
hereunder as such Employer believes necessary, appropriate, or required by
relevant law, regulation or ruling.
10.12 Tax Consequences of Participation. While the Plan is designed to
provide Eligible Employees the opportunity to defer Compensation on a
tax-deferred basis, the Company makes no representation, warranty or guarantee
of any federal, state or local tax consequences of participation in the Plan to
any Participant or Beneficiary (or personal representative or attorney-in-fact
for such Participant or Beneficiary).
IN WITNESS WHEREOF, RELTEC Corporation, by action of its Board of
Directors, has duly adopted the RELTEC Corporation Deferred Compensation and
Restoration Plan, effective as of April 1, 1998.
RELTEC CORPORATION
By
---------------------------------------
Title
-------------------------------------
28
<PAGE>
Exhibit 4(g)
RELTEC CORPORATION
DIRECTORS' DEFERRED COMPENSATION PLAN
(Amended and Restated Effective April 1, 1998)
RELTEC Corporation, a Delaware corporation ("RELTEC"), hereby adopts and
publishes this instrument for the purpose of amending and restating, in its
entirety, as of April 1, 1998, the provisions of its deferred compensation plan
presently known as "RELTEC Holdings, Inc. Directors' Deferred Compensation Plan"
(the "Plan") to read as set forth below.
1. A "Director", for the purposes of this Plan, is a person who is a
nonemployee member of the Board of Directors of RELTEC. A "Board", for
purposes of this Plan, is the RELTEC Board of Directors.
2. "Compensation", for the purposes of this Plan, means the total fees payable
to a Director by RELTEC during a calendar year for services as a Director.
3. In order to participate in the Plan, a Director must execute a compensation
deferral agreement to have his Compensation deferred by a specified
percentage for crediting under this Plan. A compensation deferral agreement
shall be filed by a Director with RELTEC (or its designee) on a form
prescribed by it and shall be filed at such times as RELTEC may specify,
but in all cases prior to the time such Compensation is to be earned by the
Director. With respect to a Director's initial year of eligibility to
participate in the Plan, the Director may elect to participate and defer
Compensation earned after the
<PAGE>
date of such election, effective as of the first day of any month following
the date the Director files a compensation deferral agreement with RELTEC
(or its designee). Except as otherwise provided in the immediately
preceding sentence or as may be agreed upon otherwise between a Director
and RELTEC, an election to participate and defer Compensation must be made
in the calendar year preceding the calendar year in which the Compensation
to be deferred is to be earned.
4. A compensation deferral election for the initial year of the Plan is
irrevocable with respect to the Compensation to be deferred for the
remainder of the initial year of the Plan. After the initial year of the
Plan, once a compensation deferral election is made, such election is
irrevocable with respect to the Compensation to be deferred for the
following year. Elections to participate and defer Compensation shall
continue in effect at the percentage rate elected until such election is
revoked or modified by the Director in writing to RELTEC or its designee,
but such change or revocation shall be effective only with respect to
Compensation to be earned in and after the calendar year in which such
change or revocation is made by the Director. Any new or modified
compensation deferral election shall take effect only as to Compensation to
be earned after such new or modified election is filed with RELTEC or its
designee.
5. RELTEC shall deposit the Compensation that a Director elects to defer for a
calendar year in an account maintained for the benefit of the Director
under the RELTEC Deferred Compensation Plan Trust (the "Trust" or "Trust
Fund"). Such amounts shall be credited
2
<PAGE>
to the accounts of such Directors at such time as RELTEC, acting through
one of its officers, shall direct (but not less frequently than quarterly).
6. RELTEC shall direct the trustee of the Trust to establish and maintain the
following investment funds under the Trust for investment of contributions
under this Plan:
(a) Vanguard Fixed Income Securities-Short Term Federal Bond Fund;
(b) Vanguard Bond Index Fund;
(c) Vanguard Index Trust-500 Portfolio;
(d) Vanguard/Windsor II Fund;
(e) Vanguard U.S. Growth Portfolio;
(f) Vanguard/PrimeCap Fund;
(g) Vanguard Explorer Fund; and
(h) Vanguard International Growth Portfolio.
A Company Stock Fund may also be established as an Investment Fund under
the Plan if directed by RELTEC.
Subject to such limitations established by RELTEC or as may be required by
law, a Director may request that the Compensation that he elects to defer
hereunder be invested in whole in an Investment Fund or in one percent (1%)
increments among such Investment Funds.
3
<PAGE>
A Director may change any such investment election in accordance with the
rules and procedures established by RELTEC or its delegate. A Director may
direct a change with respect to the existing balance of his account in the
Investment Funds in accordance with the rules and procedures established by
RELTEC or its delegate.
Separate sub-accounts shall be established on behalf of each Director under
the Trust to reflect each Director's investment elections, and any
earnings, gains or losses attributable to such elections.
7. A detailed record of the accounts shall be maintained and, promptly after
the end of each calendar quarter, RELTEC (or its designee) shall deliver to
each person for whom an account is maintained a statement setting forth the
amount credited to his account at the end of the quarter and the
transactions in such account during that quarter.
8. The amounts credited to a Director's account shall become distributable to
him on the date he ceases to be a Director, or earlier with the approval of
the Board; provided, however, that any single distribution or the first in
a series of distributions permitted or required under this Plan shall be
made within an administratively reasonable period of time after the event
that requires or permits such distribution occurs. In the sole and
exclusive discretion of the Board, all amounts credited to a Director's
account shall be distributed to the Director in a single distribution or in
a series of approximately equal
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distributions over a period not to exceed ten (10) years, subject to
appropriate tax withholding.
9. In the event of an Unforeseeable Financial Emergency (as hereinafter
defined), a Director may request a distribution of all or a portion of his
account balance by submitting a written request to RELTEC (or its designee)
accompanied by documentation to demonstrate that the Director has a
financial hardship due to an Unforeseeable Financial Emergency. RELTEC
shall have the authority to require such documentation as it deems
necessary to determine if a distribution is warranted.
If an application for a hardship distribution due to an Unforeseeable
Financial Emergency is approved, the distribution is limited to an amount
sufficient to meet the Unforeseeable Financial Emergency. The distribution
shall be payable in a method determined by RELTEC within an
administratively reasonable period of time after approval of such
distribution.
A Director who has commenced receiving installment payments under the Plan
may request acceleration of such payments in the event of an Unforeseeable
Financial Emergency. RELTEC may permit accelerated payments to the extent
such accelerated payment does not exceed the amount necessary to meet the
emergency.
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For purposes of the Plan, "Unforeseeable Financial Emergency" means a
severe financial hardship to the Director resulting from a sudden and
unexpected illness or accident of the Director or of a dependent of the
Director, loss of the Director's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Director. The circumstances that will constitute
an "Unforeseeable Financial Emergency" would depend upon the facts of each
case, but, in any case, payment may not be made in the event that such
hardship is or may be relieved:
(1) through reimbursement or compensation by insurance or
otherwise,
(2) by liquidation of the Director's assets, to the extent that
liquidation of such assets wold not itself cause severe
financial hardship, or
(3) by cessation of deferrals under the Plan.
10. In the event of the death of a Director before commencement or completion
of the distribution of the amount credited to his account, the amount then
credited to his account shall be distributed to the person entitled thereto
under the provisions of any written designation previously filed with the
Board, or, in the absence of any such designation, to the spouse (if
surviving) of the Director, or otherwise to the Director's estate. Such
distribution may take the form of a single distribution or a series of
distributions, as provided for above, as determined by the Board; provided,
however, that if the Director's death occurred after the commencement and
before the completion of a series of distributions and the Board determines
to distribute the remaining account balance in
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series, the distribution shall take the form of a continuation of the same
series of distributions originally determined by the Board.
11. In the event of the liquidation of RELTEC, or the sale of substantially all
its assets, or its merger or consolidation, the Board may make any
alterations in the provisions for distributing the amounts credited to the
accounts which are appropriate and equitable under the circumstances and
which are consistent with the spirit and purposes of the Plan, with respect
to the affected Directors.
12. Notwithstanding Section 11 above, in the event of a Change of Control (as
hereinafter defined), RELTEC shall notify each Director and each other
person entitled to payments under the Plan as promptly as practicable after
the occurrence of such event, of the person's right to receive, in lieu of
all future amounts payable to him under the Plan, a single lump sum payment
of the amount then credited to his account. The required payment shall be
made to each person no later than thirty (30) days after the occurrence of
such event. For purposes of the Plan, the term "Change of Control" shall
mean:
(1) a sale of all or substantially all of the assets of the
Company to a Person who is not an Affiliate of Kohlberg
Kravis Roberts & Co., L.P. ("KKR") or an entity in which the
shareholders of the Company immediately prior to such
transaction do not control more than 50% of the voting power
immediately following the transaction,
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(2) a sale by KKR or any of its Affiliates resulting in more
than 50% of the voting stock of the Company being held by a
Person or Group that does not include KKR or any of its
Affiliates, or
(3) a merger or consolidation of the Company into another Person
which is not an Affiliate of KKR or an entity in which the
shareholders of the Company immediately prior to such
transaction do not control more than 50% of the voting power
immediately following the transaction.
For purposes of this Section,
(A) "Group" means two or more Persons acting together as a
partnership, limited partnership, syndicate or other group
for the purpose of acquiring, holding or disposing of
securities of the Company;
(B) "Affiliate" means (i) with respect to any person, any other
Person directly or indirectly controlling, controlled by, or
under common control with, such Person and (ii) with respect
to the Company, also any entity designated by the Board of
Directors of the Company in which the
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Company or one of its Affiliates has an interest, and (c) with
respect to KKR, also any Affiliate of any partner of KKR;
(C) "Person" means an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other
entity of whatever nature; and
(D) "Control" shall have the meaning given such term under Rule
405 of the Securities Act of 1933.
13. Benefits to be provided under this Plan shall be funded through the use of
the Trust; provided, however, that this Plan is intended to be and will be
construed as an "unfunded" plan under Title I of ERISA. The Trust Fund
shall be held and administered for the sole purpose of providing payments
to Participants in accordance with the provisions of this Plan and the
Trust and defraying reasonable expenses of administration in accordance
with the provisions of the Trust; provided that if (a) RELTEC is unable to
pay its debts as they mature or as they become due, or (b) RELTEC files or
has filed against it any proceedings under the bankruptcy laws of the
United States or the State of Ohio, the Trust Fund shall be used to satisfy
the claims of the general creditors of RELTEC.
14. Any notices required under the Plan shall be in writing and effective when
received by the person to whom the notice is sent. Notices to a Director or
the successor-in-interest
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of a deceased Director shall be addressed to such person at his then
current mailing address on file at RELTEC. Notices to RELTEC shall be
addressed to the General Counsel and Vice President of RELTEC.
15. In construing any provisions of the Plan, the masculine gender shall
include the feminine or neuter, and the singular number shall include the
plural, and vice versa, as the context may require.
16. All questions of interpretation and application of the provisions of the
Plan shall be decided by RELTEC, acting through its authorized officer or
officers, whose decisions thereon shall be final and binding on all
parties.
17. In the absence of bad faith, neither any member or former member of the
Board nor any other person administering the Plan shall have any liability
to RELTEC, or to any other person, firm or corporation based on or arising
out of the Plan.
18. The right of any person to payments under this Plan shall be that of a
general, unsecured creditor of RELTEC only, and no person shall have any
legal or equitable interest in, charge against, or lien on any assets of
RELTEC to secure any such payments.
19. This Plan may at any time be discontinued by the Board in its entirety or
changed in part or in its entirety; provided, however, that no change or
discontinuance shall accelerate the
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obligation to make payments to any person not otherwise currently entitled
to payments under the Plan, unless otherwise specifically so determined by
the Board, relieve RELTEC of its obligations to make payments to any person
then entitled to payments under the Plan, or reduce any existing account
balance.
20. Except for amounts payable in respect of a deceased Director, a Director
employee may not assign his right to receive any amounts under the Plan
without the prior written consent of RELTEC.
IN WITNESS WHEREOF, RELTEC CORPORATION, by its appropriate officers duly
authorized, has executed this document effective as set forth herein.
RELTEC CORPORATION
By:
----------------------
Title:
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Exhibit 5(a)
[L&W Letterhead]
May 4, 1998
RELTEC Corporation
5900 Landerbrook Drive, Suite 300
Cleveland, Ohio 44124-4019
Re: Registration Statement on Form S-8 of RELTEC
Corporation, Relating to 9,377,549 Shares of Common Stock
Ladies and Gentlemen:
In connection with the preparation and filing by RELTEC Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), of a Registration Statement
on Form S-8 (the "Registration Statement") relating to the issuance by the
Company of 9,377,549 shares of the Company's Common Stock, par value $.01 per
share (the "Shares"), pursuant to the Amended and Restated 1995 Stock Purchase
and Option Plan for Employees of RELTEC Holdings, Inc. and Subsidiaries, The
1998 Equity Participation Plan of RELTEC Corporation, The RELTEC Corporation
Savings and Investment Plan, the RELTEC Corporation Deferred Compensation and
Restoration Plan and the RELTEC Corporation Directors' Deferred Compensation
Plan (collectively, the "Plans"), you have requested our opinion with respect to
the matters set forth below.
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization, issuance and sale of the Shares, and for
the purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed. In addition, we have made such legal
and factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of
the internal laws of the State of New York and the General Corporation Law of
the State of
<PAGE>
Delaware, and we express no opinion with respect to the applicability thereto,
or the effect thereon, of the laws of any other jurisdiction or, in the case of
Delaware, any other laws, or as to any matters of municipal law or the laws of
any local agency within any state.
Subject to the foregoing, it is our opinion that the Shares
have been duly authorized and, upon the issuance of the Shares under the terms
of the Plans and delivery and payment therefore or legal consideration in excess
of the aggregate par value of the Shares issued, such Shares will be fully paid
and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
<PAGE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of RELTEC Corporation on Form S-8 of our reports on the
consolidated financial statements dated February 24, 1998 and the financial
statement schedule dated March 11, 1998 of RELTEC Corporation, appearing in the
Registration Statement on Form S-1 as filed March 11, 1998, as amended, File No.
333-44277 of RELTEC Corporation.
DELOITTE & TOUCHE LLP
Cleveland, Ohio
May 1, 1998
