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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934)
(AMENDMENT NO. 4 -- FINAL AMENDMENT)
E-Systems, Inc.
(Name of Subject Company)
RTN Acquisition Corporation
Raytheon Company
(Bidder)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
269157301
(CUSIP Number of Class of Securities)
Thomas D. Hyde, Esq.
General Counsel
Raytheon Company
141 Spring Street
Lexington, Massachusetts 02173
(617) 862-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Bidder)
Copies to:
Martin Lipton, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
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This Amendment No. 4 (the "Final Amendment") amends
and supplements the Tender Offer Statement on Schedule 14D-1,
dated April 3, 1995 (as previously amended, the "Schedule 14D-
1"), filed by Raytheon Company, a Delaware corporation
("Parent"), and its wholly-owned subsidiary, RTN Acquisition
Corporation, a Delaware corporation (the "Purchaser"), in
connection with their Offer as set forth in the Schedule 14D-1.
Capitalized terms used and not defined herein shall have the
meanings ascribed thereto in the Schedule 14D-1. By this Final
Amendment the Schedule 14D-1 is hereby amended as set forth
below:
Item 6. Interest in Securities of the Subject Company.
Sections (a) and (b) of Item 6 are hereby amended and
supplemented by adding thereto the following:
The Offer expired at 12:00 midnight, New York City
time, on April 28, 1995. According to a preliminary count by
The First National Bank of Boston, depositary for the Offer, as
of 12:00 midnight, New York City time, on April 28, 1995, there
were validly tendered pursuant to the Offer 33,027,199 Shares
(including 1,305,199 Shares tendered by means of guaranteed
delivery), representing approximately 96.46 percent of the
Shares currently outstanding. Pursuant to the Offer, the
Purchaser accepted for payment all such Shares validly tendered
according to the terms of the Offer.
Pursuant to the Merger Agreement, the Purchaser
intends to merge with and into the Company pursuant to the
short-form merger provisions of the DGCL. In connection with
the Merger, Shares (other than Shares held by the Parent, the
Purchaser or any other subsidiary of the Parent or held in the
treasury of the Company, all of which shall be cancelled, and
Shares held by former stockholders of the Company who properly
exercise the appraisal rights available to them under Section
262 of the DGCL) shall be converted into rights to receive
$64.00 per Share in cash, without interest.
The information set forth in the press release issued
by the Parent on May 1, 1995 and filed as Exhibit (a)(9) to
this Final Amendment is hereby incorporated herein by
reference.
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Item 10. Additional Information.
Section (c) of Item 10 is hereby amended and supple-
mented by adding thereto the following:
At 11:59 p.m., on April 27, 1995, the applicable
waiting period with respect to the Offer under the HSR Act
expired.
The information set forth in the press release issued
by the Parent on April 28, 1995 and filed as Exhibit (a)(10) to
this Final Amendment is hereby incorporated herein by
reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding
thereto the following:
(a)(9) -- Press Release issued by Parent on May 1, 1995.
(a)(10) -- Press Release issued by Parent on April 28,
1995.
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SIGNATURE
After due inquiry and to the best of my knowledge and be-
lief, I certify that the information set forth in this Amend-
ment No. 4 to the Schedule 14D-1 is true, complete and correct.
Dated: May 1, 1995
RAYTHEON COMPANY
By:/s/ Christoph L. Hoffmann
--------------------------------
Name: Christoph L. Hoffmann
Title: Executive Vice President
RTN ACQUISITION CORPORATION
By:/s/ Christoph L. Hoffmann
--------------------------------
Name: Christoph L. Hoffmann
Title: President
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
(a)(9) -- Press Release issued by Parent on May 1, 1995.
(a)(10) -- Press Release issued by Parent on April 28,
1995.
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EXHIBIT (a)(9)
Raytheon Company 617 860 2414
Public Relations
141 Spring Street
Lexington, MA 02173
================================================================================
RAYTHEON
____________________________
NEWS RELEASE
Elizabeth Allen
C-2246 5/1/95
(617) 860-2141
RAYTHEON COMPLETES TENDER OFFER FOR E-SYSTEMS
LEXINGTON, Mass (May 1, 1995) - Raytheon Company (NYSE:RTN) announced today the
successful completion of the tender offer to acquire the common stock of E-
Systems, Inc. (NYSE:ESY) at $64.00 per share in cash.
Approximately 33,027,200 shares of E-Systems common stock have been
tendered pursuant to Raytheon's tender offer, according to a preliminary count
by The First National Bank of Boston, the depositary for the tender offer. This
represents about 96.5 percent of E-Systems shares outstanding on a fully diluted
basis.
Raytheon expects to commence paying all validly tendered shares on
Wednesday, May 3, 1995. Once the merger is completed, the remaining E-Systems
shares that Raytheon does not already own will be converted into rights to
receive $64.00 per share in cash.
The transaction, which is valued at $2.3 billion, is expected to
provide a small increase in Raytheon's earnings per share in 1995 and an
increasingly positive contribution to earnings per share thereafter.
The merger of the two companies, both of which announced record first
quarter 1995 results last month, will result in a strong, successful diversified
commercial company with a top tier defense business with significant growth
potential. The combined company has $12 billion in annualized sales.
E-Systems, based in Dallas, Texas, had 1994 sales of about $2 billion
and a record backlog of $2.7 billion at the end of the first quarter of 1995.
E-Systems is a worldwide developer and producer of electronics systems and
products in the areas of intelligence, reconnaissance and surveillance systems,
command and control, specialized aircraft maintenance and modifications,
guidance, navigation and control, communications and data systems. E-Systems
has approximately 16,000 employees.
Raytheon, headquartered in Lexington, Massachusetts, had 1994 sales of
approximately $10 billion with a total backlog of approximately $8 billion. The
Company has approximately 60,000 employees in four major businesses including
defense and commercial electronics, engineering and construction, aircraft, and
major appliances.
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EXHIBIT (a)(10)
Raytheon Company 617 860 2414
Public Relations
141 Spring Street
Lexington, MA 02173
================================================================================
RAYTHEON
____________________________
NEWS RELEASE
Elizabeth Allen
C-2246 1995
(617) 860-2141
RAYTHEON/E-SYSTEMS HART-SCOTT-RODINO WAITING PERIOD EXPIRES
LEXINGTON, Mass. (April 28, 1995) - Raytheon Company (NYSE:RTN)
announced today that at 11:59 p.m. on April 27, 1995, the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvement Act
expired with respect to Raytheon's proposed acquisition of E-Systems,
Inc. (NYSE:ESY).
Raytheon Company, headquartered in Lexington, Mass., is
a $10 billion international, high technology company which operates
in four businesses: commercial and defense electronics, engineering
and construction, aviation, and major appliances.
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