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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 3)
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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)
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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)
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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. 3 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 amendment the Schedule 14D-1 is
hereby amended as set forth below:
ITEM 10. ADDITIONAL INFORMATION.
Section (e) of Item 10 is hereby amended and supplemented by adding
thereto the following:
(e) On April 17, 1995 counsel to plaintiffs Leon Sarfan and Edith
Citron, alleged stockholders of the Company, advised the Delaware Court of
Chancery and counsel to Parent and the Company that plaintiffs would not pursue
a motion for a preliminary injunction with respect to the Offer. Accordingly,
the hearing on plaintiffs' motion, previously scheduled for April 25, 1995 has
been cancelled.
Section (f) of Item 10 is hereby amended and supplemented by adding
thereto to the following:
The first sentence of Section 2 ("Acceptance for Payment and Payment")
of the Offer to Purchase is hereby restated in its entirety to read, "Upon the
terms and subject to the conditions of the Offer (including, if the Offer is
extended or amended, the terms and conditions of the Offer as so extended or
amended), the Purchaser will purchase, by accepting for payment, and will pay
for, all Shares validly tendered and not withdrawn (as permitted by Section 4)
prior to the Expiration Date promptly after the later to occur of (i) 12:00
midnight, New York City time, on Friday, April 28, 1995 and (ii) the
satisfaction or waiver of the conditions to the Offer set forth in Section 14."
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 3 to the Schedule 14D-1 is
true, complete and correct.
Dated: April 19, 1995
RAYTHEON COMPANY
By:/s/ Christoph L. Hoffmann
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Name: Christoph L. Hoffmann
Title: Executive Vice President
RTN ACQUISITION CORPORATION
By:/s/ Christoph L. Hoffmann
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Name: Christoph L. Hoffmann
Title: President
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