<PAGE> 1
As Filed with the Securities and Exchange Commission on June 2, 1995
Registration No. 33-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------
EMERSON ELECTRIC CO.
(Exact name of registrant as specified in its charter)
MISSOURI 43-0259330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 West Florissant Avenue
St. Louis, Missouri 63136
314-553-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
H. M. SMITH, Esq.
Assistant General Counsel and Assistant Secretary
Emerson Electric Co.
8000 West Florissant Avenue
St. Louis, Missouri 63136
(314) 553-2431
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
Copies of all correspondence to:
Don G. Lents, Esq. John R. Pomerance, Esq.
Bryan Cave Mintz, Levin, Cohn, Ferris,
One Metropolitan Square Glovsky and Popeo, P.C.
211 North Broadway, Suite 3600 One Financial Center
St. Louis, Missouri 63102 Boston, Massachusetts 02111
(314) 259-2000 (617) 542-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
<PAGE> 2
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
<TABLE>
CALCULATION OF REGISTRATION FEE
============================================================================================================
<CAPTION>
Title of each class of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate registration fee
per unit <F2> offering price <F2>
- ----------------------------------- -------------- ---------------- ------------------- ----------------
<C> <C> <C> <C> <C>
Common Stock and Preferred Stock
Purchase Rights <F1> 393,027 shares $67.1875 $26,406,501.57 $9,106
============================================================================================================
<FN>
<F1> Preferred Stock Purchase Rights are attached to and trade with the common stock, par value $1.00, of
the Registrant (the "Common Stock"). Value attributable to such Preferred Stock Purchase Rights, if
any, is reflected in the market price of the Common Stock.
<F2> Estimated solely for purposes of determining the registration fee pursuant to Rule 457(c), based
upon the average of the high and low sales prices of Emerson Electric Co. Common Stock as reported
on the New York Stock Exchange composite tape on May 30, 1995 which is $67.1875.
</TABLE>
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 3
- -------------------------------------------------------------------------------
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
- -------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED JUNE 2, 1995
PRELIMINARY PROSPECTUS
393,027 Shares
EMERSON ELECTRIC CO.
Common Stock
------------------------------
This Prospectus relates to 393,027 shares (the "Shares") of common stock,
par value $1.00 per share (the "Common Stock"), of Emerson Electric Co, a
Missouri corporation (the "Company"). The Shares are held by the former
shareholders (collectively, the "Selling Shareholders") of Intellution, Inc., a
Massachusetts corporation ("Intellution"). See "Selling Shareholders."
The Company will not receive any proceeds from the sale of Shares by the
Selling Shareholders. All expenses incurred in connection with this offering
are being borne by the Company, other than any commissions or discounts paid or
allowed by the Selling Shareholders to underwriters, dealers, brokers or
agents.
The Selling Shareholders have not advised the Company of any specific plans
for the distribution of the Shares. The Shares may be sold from time to time
in transactions (which may include block transactions) on the New York Stock
Exchange or the Chicago Stock Exchange at the market prices then prevailing.
Sales of the Shares may also be made through negotiated transactions or
otherwise. The Selling Shareholders and the brokers and dealers through which
the sales of the Shares may be made may be deemed to be "underwriters" within
the meaning set forth in the Securities Act of 1933, as amended, and their
commissions and discounts and other compensation may be regarded as
underwriters' compensation. See "Plan of Distribution."
The Common Stock is listed on the New York Stock Exchange or the Chicago
Stock Exchange under the symbol "EMR." The last reported sale price of the
Common Stock as reported on the New York Stock Exchange composite tape on
June __, 1995, was $______ per share.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
------------------------------
The date of this Prospectus is June ___, 1995.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at
Seven World Trade Center, Suite 1300, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
can also be obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition,
copies are available for inspection at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, and the Chicago Stock Exchange, at 440 South
LaSalle Street, Chicago, Illinois 60605.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to shares of Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in
the Registration Statement or the exhibits thereto. As permitted by the rules
and regulations of the Commission, this Prospectus omits certain information
contained or incorporated by reference in the Registration Statement.
Statements contained in this Prospectus as to the contents of any contract or
other document filed or incorporated by reference as an exhibit to the
Registration Statement are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement. For further information, reference is
hereby made to the Registration Statement and exhibits thereto, copies of which
may be inspected at the offices of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or obtained from the Commission at the same address at
prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended September 30,
1994 filed pursuant to Section 13(a) of the Exchange Act.
2. Quarterly Reports on Form 10-Q for the quarters ended December 31,
1994 and March 31, 1995 filed pursuant to Section 13(a) of the
Exchange Act.
3. The description of Common Stock which is contained in the Company's
Registration Statement on Form 10 filed under the Exchange Act, as
amended under cover of Form 8 on January 19, 1981, and amendments to
the Restated Articles of Incorporation described and set forth in the
Proxy Statement dated December 19, 1985.
4. The description of the Company's Preferred Share Purchase Rights Plan
which is contained in the Company's Registration Statement on Form 8-A
filed under the Exchange Act, as amended under cover of Form 8 on
November 3, 1988.
<PAGE> 5
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof shall hereby be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such documents.
See "Available Information." Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document
incorporated or deemed to be incorporated herein by reference, which statement
is also incorporated herein by reference, 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 Prospectus.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. Copies of these documents (excluding exhibits
unless such exhibits are specifically incorporated by reference into the
information incorporated herein) will be provided by first class mail without
charge to each person to whom this Prospectus is delivered, upon written or
oral request by such person to Emerson Electric Co., 8000 West Florissant
Avenue, St. Louis, Missouri 63136, Attention: H. M. Smith, Esq., Assistant
General Counsel and Assistant Secretary (telephone: (314) 553-2431).
No person has been authorized in connection with this offering to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company, the Selling Shareholders or any other person. This Prospectus does
not constitute an offer to sell, or a solicitation of an offer to purchase, any
securities other than those to which it relates, nor does it constitute an
offer to sell or a solicitation of an offer to purchase by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that the
information contained herein is correct as of any time subsequent to the date
hereof.
THE COMPANY
The Company was incorporated in Missouri in 1890. Originally engaged in
the manufacture and sale of electric motors and fans prior to World War II and
aircraft armament items during the war, the Company's product lines were
subsequently expanded through internal growth and acquisitions. The Company is
now engaged principally in the design, manufacture and sale of a broad range of
electrical, electromechanical and electronic products and systems. The mailing
address of Emerson's principal executive offices is 8000 West Florissant
Avenue, St. Louis, Missouri 63136, telephone number (314) 553-2000.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 400,000,000 shares
of Common Stock, par value $1.00 per share, and 5,400,000 shares of preferred
stock, par value $2.50 per share (the "Preferred Stock"). The following
statements are brief summaries of certain provisions relating to the capital
stock of the Company. Such summaries do not purport to be complete and are
subject to, and qualified in their entirety by reference to the Company's
Restated Articles of Incorporation (the "Articles") and By-laws and the
<PAGE> 6
Preferred Share Purchase Rights Plan referred to herein, including the
definition therein of certain terms, a copy of each of which is filed with the
Commission. See "Available Information" and "Incorporation of Certain
Information by Reference."
Common Stock
Subject to the rights of any Preferred Stock which may be issued in the
future, each holder of Common Stock on the applicable record date is entitled
to receive such dividends as may be declared by the Board of Directors out of
funds legally available therefor, and, in the event of liquidation, to share
pro rata in any distribution of the Company's assets after payment of
liabilities. Each holder of Common Stock is entitled to one vote per share on
all matters presented to a vote of shareholders. Holders of Common Stock have
no preemptive rights to purchase or subscribe for any stock or other securities
of the Company. The outstanding Common Stock is, and the Shares offered hereby
when sold and delivered will be, fully paid and non-assessable.
Preferred Stock
The Board of Directors has the authority to issue the shares of Preferred
Stock in one or more series and to fix, by resolution, the number of shares
constituting any such series, the designations, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions thereof, including the dividend rights, dividend rates, terms
of redemption (including sinking fund provisions), redemption prices,
conversion rights, amounts payable on liquidation and liquidation preferences
of the shares constituting any series, without any further vote or action by
the shareholders. Each holder of Preferred Stock will be entitled to one vote
per share on all matters presented to a vote of shareholders. No shares of
Preferred Stock are outstanding. Any shares of Preferred Stock so authorized
and issued would have priority over Common Stock with respect to dividend and
liquidation rights.
At the November 1, 1988 Board of Directors meeting, 2,500,000 shares of
Preferred Stock were designated by the Board of Directors as Series A Junior
Participating Preferred Stock, par value $2.50 per share, in connection with
the adoption at such meeting of the Preferred Share Purchase Rights Plan
(described below), but no shares of Series A Junior Participating Preferred
Stock have been issued to date.
Certain Effects of Authorized but Unissued Stock
The authorized but unissued shares, as well as treasury shares, are
available for future issuance without shareholder approval. These additional
shares may be utilized for a variety of proper corporate purposes, including
future public offerings to raise additional capital, to facilitate corporate
acquisitions and for employee benefit plans.
One of the effects of the existence of unissued and unreserved Preferred
Stock and Common Stock may be to enable the Board of Directors to issue shares
to persons friendly to current management which could render more difficult or
discourage an attempt to obtain control of the Company by means of a merger,
tender offer, proxy contest or otherwise, and thereby protect the continuity of
the Company's management. Issuance of Preferred Stock might, under certain
<PAGE> 7
circumstances, deter the acquisition of the Company or its securities by a
person concerned about the terms or effect of such Preferred Stock.
Classified Board of Directors
The Company's Articles and By-Laws provide for a classified Board of
Directors with three classes of directors. The members of each class are
elected for terms of three years, and the terms of the members of one class
expire at each annual meeting of shareholders.
Business Combination Provisions
The Company's Articles require approval by the holders of at least 85% of
the Company's outstanding voting stock for mergers and various other
transactions ("Business Combinations") which involve a beneficial owner of 10%
or more of the voting stock of the Company (an "Interested Person"), unless the
transaction has been approved by a majority of certain directors (the
"Continuing Directors") or certain "fair price" criteria and procedural
requirements are satisfied. These provisions of the Articles may be amended
only (1) by the vote of the holders of 85% or more of the voting stock of the
Company, or (2) by the vote of the holders of a majority of the voting stock if
the amendment has been approved and recommended by a majority of the Continuing
Directors.
A "Continuing Director" is any member of the Board of Directors who is not
an affiliate, associate or nominee of or member of a group with the Interested
Person and who either was a director before such Interested Person became an
Interested Person or is designated as a Continuing Director by a majority of
the then Continuing Directors.
The fair price criteria require that, in the event of a Business
Combination in which cash or other consideration would be paid to the Company's
shareholders, (1) the consideration to be received by the shareholders be
either cash or the same type of consideration used by the Interested Person to
acquire the largest portion of its shares, and (2) the fair market value of
such consideration to be received per share of capital stock be not less than
the highest of the following: (a) the highest per share price paid by the
Interested Person in acquiring any capital stock of the Company, plus an
interest factor, (b) the highest preferential amount to which any outstanding
shares of Preferred Stock are entitled in the event of liquidation or
dissolution of the Company, or (c) the fair market value of such shares on the
date on which the Business Combination is first publicly proposed or announced.
The procedural requirements would not be satisfied if, after an Interested
Person became an Interested Person, (1) the Company failed to pay any dividend
on its Preferred Stock or reduced the annual rate of dividends paid on its
Common Stock, unless approved by a majority of the Continuing Directors, (2)
the Interested Person has become the beneficial owner of any additional shares
of voting stock of the Company, or (3) the Interested Person receives the
benefit of any financial assistance or tax advantage provided by the Company
not shared proportionately by all shareholders. In addition, the proposed
Business Combination would have to be described in a proxy or information
statement which includes a statement of the position of the Continuing
Directors with respect to the advisability of the proposed Business
Combination.
<PAGE> 8
Preferred Share Purchase Rights Plan
In November, 1988, the Company's Board of Directors approved and
implemented a Preferred Share Purchase Rights Plan (the "Rights Plan"),
designed to assure that all of the Company's shareholders receive fair and
equal treatment in the event of any proposed takeover and to guard against
abusive takeover tactics. Pursuant to the Rights Plan, the Board of Directors
declared a dividend distribution of one Preferred Share Purchase Right (a
"Right") for each outstanding share of Common Stock as of the record date of
November 14, 1988. Initially, the Rights are evidenced by Common Stock
certificates and no separate Rights certificates exist. Until the Rights
become separable as described below, a Right will accompany every share of
Common Stock, whether initially issued or issued from the Company's treasury.
The Rights would become exercisable and separate from Common Stock on the
earlier to occur of (i) ten days following a public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired 20% or more of the Company's outstanding shares of Common Stock, or
(ii) ten business days (or such later date as determined by the Board of
Directors prior to such time as any person becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a
tender offer or exchange offer, the consummation of which would result in the
beneficial ownership by a person or group of 20% or more of the Company's
outstanding shares of Common Stock. The 20% thresholds may be reduced to not
less than 10%, or the highest percentage known by the Company to be owned by
any person or group, by the Board of Directors.
When exercisable, each Right would entitle the registered holder to
purchase one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $2.50 per share, at an exercise price of $120 per
one one-hundredth of a share, subject to certain adjustments. Each share of
Series A Junior Participating Preferred Stock is entitled to one vote on all
matters submitted to a vote of shareholders. The Company has reserved for
issuance the number of shares of the Series A Junior Participating Preferred
Stock issuable upon exercise of the Rights.
If any person or group of affiliated or associated persons acquires 20% or
more but less than 50% of Common Stock outstanding, each Right, except those
held by such persons which have become void, may be exchanged by the Board of
Directors for one share of Common Stock or one one-hundredth of a share of the
Series A Junior Participating Preferred Stock, subject to certain adjustments.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power is sold, proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of shares of Common Stock
of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
In the event that (i) any person becomes an Acquiring Person (unless such
person first acquires 20% or more of the outstanding shares of Common Stock by
a purchase pursuant to a tender offer for all of the shares of Common Stock for
cash, which purchase increases such person's beneficial ownership to 80% or
more of the outstanding shares of Common Stock) or (ii) during such time as
there is an Acquiring Person, there shall be a reclassification of securities
or a recapitalization or reorganization of the Company or other transaction or
series of transactions involving the Company which has the effect of increasing
<PAGE> 9
by more than 1% the proportionate share of the outstanding shares of any class
of equity securities of the Company or any of its subsidiaries beneficially
owned by the Acquiring Person, proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive upon
exercise that number of shares of Common Stock having a market value of two
times the exercise price of the Right.
The Rights can be redeemed, in whole but not in part, by the Board of
Directors for one cent per Right (the "Redemption Price") at any time prior to
the acquisition by a person or group of affiliated or associated persons of
beneficial ownership of 20% or more of Common Stock. In addition, if a bidder
who does not beneficially own more than 1% of the Common Stock (and who has not
within the past year owned in excess of 1% of the Common Stock and, at a time
he held such greater than 1% stake, disclosed, or caused the disclosure of, an
intention which relates to or would result in the acquisition or influence of
control of the Company) proposes to acquire all of the Common Stock (and all
other shares of capital stock of the Company entitled to vote with the Common
Stock in the election of directors or on mergers, consolidations, sales of all
or substantially all of the Company's assets, liquidations, dissolutions or
windings up) for cash at a price which a nationally recognized investment
banker selected by such bidder states in writing is fair, and such bidder has
obtained written financing commitments (or otherwise has financing) and
complies with certain procedural requirements, then the Company, upon the
request of such bidder, will hold a special shareholders meeting to vote on a
resolution requesting the Board of Directors to accept the bidder's share
proposal. If a majority vote in favor of such resolution, then for a period of
60 days after such meeting the Rights will be automatically redeemed at the
Redemption Price immediately prior to the consummation of any tender offer for
all of such shares at a price per share in cash equal to or greater than the
price offered by such bidder; provided, however, that no redemption will be
permitted or required after the acquisition by any person or group of
affiliated or associated persons of beneficial ownership of 20% or more of the
outstanding shares of Common Stock. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price. The Rights,
which do not have voting privileges, expire on November 1, 1998, unless such
date is extended or the Rights are earlier redeemed.
The Rights have certain anti-takeover effects. The Rights could cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on redemption of the Rights or on substantially
all of the Rights also being acquired. The Rights should not, however,
interfere with any merger or other business combination approved by the Board
of Directors since the Rights may be redeemed by the Company as described
above.
Control Share Acquisition Statute
The Missouri Control Share Acquisition Statute (R.S.Mo. Section 351.407)
may have certain anti-takeover effects.
SELLING SHAREHOLDERS
The Shares of Common Stock offered by this Prospectus were issued to the
Selling Shareholders in connection with the merger of a wholly-owned subsidiary
<PAGE> 10
of the Company with and into Intellution, as a result of which Intellution
became a wholly-owned subsidiary of the Company (the "Merger"). At the
effective time of the Merger (the "Effective Time"), holders of shares of
common stock, par value $0.05, of Intellution ("Intellution Shares") had the
right to receive cash, if elected, subject to certain restrictions, and Shares.
However, certain of the Shares issued to holders of Intellution Shares pursuant
to the Merger are subject to restrictions on transfer and vesting (the
"Restricted Shares") and/or an escrow arrangement (the "Escrow Shares"), as
described in the footnotes to the table below.
None of the Selling Shareholders is an affiliate of the Company and each
Selling Shareholder owns beneficially less than one percent of the outstanding
Common Stock. Unless otherwise indicated in the footnotes to the table below,
prior to the Merger, the only relationship each Selling Shareholder had to
Intellution was as a shareholder of Intellution. Except as otherwise indicated
in the footnotes to the table below, each of the Selling Shareholders has sole
voting and investment power with respect to the Shares. This information is
based upon information provided by the Selling Shareholders.
The following table sets forth certain information with respect to the
Selling Shareholders as of the close of business on June __, 1995. Other
persons who acquire Shares from the Selling Shareholders may also be identified
as Selling Shareholders by means of an addendum or supplement to this
Prospectus.
<TABLE>
<CAPTION>
Name of Selling Shareholder Shares Beneficially Shares Shares Beneficially
Owned Prior to Offering Being Offered Owned After Offering
- --------------------------- ----------------------- ------------- --------------------
<C> <C. <C> <C>
Stephen E. Rubin [251,665] <F1><F2><F3> 23,277 228,288 <F1>
Summit Ventures II, L.P. 176,019 <F3><F4> 166,889 9,130 <F3>
Summit Investors, L.P.
Tracy G. Rubin 137,582 <F1><F5> 27,517 110,065 <F1>
Alpin C. Chisholm 131,304 <F3><F6><F7> 71,746 59,558 <F3><F6><F7>
Stephen E. Rubin 1995 GRAT 91,449 <F1> 18,290 73,159 <F1>
Mary L. Reinhalter 32,700 32,700 0
Susan Reinhalter Bouchard 8,313 8,313 0
Fay Reinhalter Peterson 8,313 8,313 0
Edmund and Mary Reinhalter
Charitable Remainder
UniTrust 6,928 6,928 0
Ann Reinhalter Perkins 5,542 5,542 0
Ellen Reinhalter Shain 5,542 5,542 0
Edmund J. Reinhalter 5,441 <F3><F8> 5,007 434 <F3><F8>
Matthew G. Rubin Trust 5,295 <F1> 1,059 4,236 <F1>
Jessica A. Rubin Trust 5,295 <F1> 1,059 4,236 <F1>
Gregory J. Rubin Trust 5,295 <F1> 1,059 4,236 <F1>
Paul J. Vanslette 24,297 <F6><F9> 1,662 22,635 <F6><F9>
David W. Nelson 11,128 <F6><F10> 831 10,297 <F6><F10>
Ellen Rubin O'Hearn 1,583 1,583 0
James M. Welch 20,471 <F6><F11> 553 19,918 <F6><F11>
Edward Fred Basch 1,041 1,041 0
Bryan Thomas Welch
1995 Minors Trust 615 615 0
<PAGE> 11
Cathryn Frances Welch
1995 Minors Trust 615 615 0
Jeffry Dennis Welch
1995 Minor Trust 615 615 0
Evan G. Perkins Trust 554 554 0
Hannah Margaret Perkins Trust 554 554 0
Emily R. Peterson Trust 554 554 0
Brian E. Peterson Trust 554 554 0
James S. Hathaway 55 55 0
- ---------------
<FN>
<F1> The Restricted Shares held by Stephen E. Rubin, Tracy G. Rubin, the Matthew G. Rubin Trust, the
Jessica A. Rubin Trust, the Gregory J. Rubin Trust and the Stephen E. Rubin 1995 GRAT (the "Rubin
Group") will become unrestricted as follows: 80% are unrestricted; 2.50% will become unrestricted
on each of the first four anniversaries of the Effective Time; and the remaining 10% will become
unrestricted on the fifth anniversary of the Effective Time. In addition, Mr. Rubin has agreed
that, in the event of a forfeiture of these Restricted Shares under certain circumstances, he will
return, or cause to be returned to Emerson a number of shares equal to three times the number of
Shares so forfeited (subject to certain limitations).
<F2> Prior to the Merger, Mr. Rubin was President, Chief Executive Officer and a director of Intellution.
The number of Shares issued to Mr. Rubin has been reduced by [933,240] (the "Option Funding
Shares"). Such shares will be issued to Mr. Rubin, subject to the same terms and conditions as the
other Shares issued to Mr. Rubin, as and when any Restricted Shares or Emerson employee stock
options issued in the Merger are forfeited, subject to certain priorities and conditions.
<F3> A total of 26,956, 6,956, 434, 9,130 and 1 Escrow Shares issuable to Stephen E. Rubin, Alpin C.
Chisholm, Edmund J. Reinhalter, Summit Ventures II, L.P. and Summit Investors L.P. respectively, are
subject to cancellation for a period of one year or until the first anniversary of the Effective
Time in the event of certain losses suffered by Emerson due to breaches of the representations,
warranties, covenants or agreements made by them and Intellution in the related merger agreement.
<F4> Prior to the Merger, Summit Ventures II, L.P. beneficially owned more than 5% of the Intellution
Shares. Stephen G. Woodsum, general partner of Stamps, Woodsum & Co., which is the general partner
of Summit Partners II, L.P., which is in turn the general partner of Summit Ventures II Investors,
L.P., was a director of Intellution prior to the Merger. Mr. Woodsum is also a general partner of
Summit Investors, L.P.
<F5> Prior to the Merger, Ms. Rubin was a director of Intellution.
<F6> The Restricted Shares held by certain senior management employees will become unrestricted as
follows: 60% are unrestricted and 40% will become unrestricted on the third anniversary of the
Effective Time.
<F7> Includes [133] shares of Common Stock issuable upon the exercise of outstanding stock options
exercisable within 60 days after [June 15, 1995].
<F8> Prior to the Merger, Mr. Reinhalter was a director of Intellution.
<F9> Includes [21,526] shares of Common Stock issuable upon the exercise of outstanding stock options
exercisable within 60 days after [June 15, 1995].
<F10> Includes [9,743] shares of Common Stock issuable upon the exercise of outstanding options
exercisable within 60 days after [June 15, 1995].
<PAGE> 12
<F11> Includes [19,548] shares of Common Stock issuable upon the exercise of outstanding options
exercisable within 60 days after [June 15, 1995].
</TABLE>
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold by the Selling Shareholders or by
donees, transferees or other successors in interest (collectively with the
Selling Shareholders, the "Sellers") acting as principals for their own
accounts. The Company will not receive any of the proceeds of this offering.
The Sellers, directly or through brokers, dealers, underwriters, agents or
market makers, may sell some or all of the Shares. The Shares may be sold from
time to time in transactions (which may include block transactions) on the New
York Stock Exchange or the Chicago Stock Exchange at the market prices then
prevailing. Sales of Shares may also be made through negotiated transactions
or otherwise. Any broker, dealer, underwriter, agent or market maker
participating in a transaction involving the Shares may receive a commission
from the Sellers. Usual and customary commissions may be paid by the Sellers.
The broker, dealer, underwriter or market maker may agree to sell a specified
number of the Shares at a stipulated price per Share and, to the extent that
such person is unable to do so acting as an agent for the Sellers, to purchase
as principal any of the Shares remaining unsold at a price per Share required
to fulfill the person's commitment to the Sellers.
A broker, dealer, underwriter or market maker who acquires the Shares from
the Sellers as a principal for its own account may thereafter resell such
Shares from time to time in transactions (which may involve block or cross
transactions and which may also involve sales to or through another broker,
dealer, underwriter, agent or market maker, including transactions of the
nature described above) on the New York Stock Exchange or the Chicago Stock
Exchange, in negotiated transactions or otherwise, at market prices prevailing
at the time of the sale or at negotiated prices. In connection with such
resales, the broker, dealer, underwriter, agent or market maker may pay
commissions to or receive commissions from the purchasers of the Shares. The
Sellers also may sell some or all of the Shares directly to purchasers without
the assistance of a broker, dealer, underwriter, agent or market maker and
without the payment of any commissions. Any commissions paid or any discounts
or concessions allowed to any broker, dealer, underwriter, agent or market
maker and, if any such broker, dealer, underwriter, agent or market maker
purchases any of the Shares as principal, any profits received on the resale of
such Shares, may be deemed to be underwriting commissions or discounts under
the Securities Act.
The Company is bearing all of the costs relating to the registration of the
Shares (other than fees and expenses of counsel for the Selling Shareholders).
Any commissions, discounts or other fees payable to a broker, dealer,
underwriter, agent or market maker in connection with the sale of any of the
Shares will be borne by the Selling Shareholders.
Pursuant to the registration rights granted to the Selling Shareholders in
connection with the Merger, the Company has agreed to indemnify the Selling
Shareholders and any person who controls a Selling Shareholder against certain
liabilities and expenses arising out of or based upon the information set forth
or incorporated by reference in this Prospectus, and the Registration Statement
of which this Prospectus is a part, including liabilities under the Securities
Act.
<PAGE> 13
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby has been passed
upon for the Company by H. M. Smith, Esq., Assistant General Counsel and
Assistant Secretary of the Company. As of May 8, 1995, H. M. Smith, Esq. owned
1,317 shares of Common Stock and options to purchase 7,902 additional shares of
Common Stock.
EXPERTS
The consolidated financial statements and related financial statement
schedule of Emerson Electric Co. and subsidiaries as of September 30, 1994 and
1993, and for each of the years in the three-year period ended September 30,
1994, incorporated herein and in the Registration Statement by reference, have
been incorporated herein in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated herein by reference, and
upon the authority of said firm as experts in accounting and auditing.
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the expenses (other than underwriting
discounts and commissions), which other than the SEC registration fee are
estimates, payable by the Company in connection with the sale and distribution
of the shares registered hereby*:
SEC registration filing fee....................... $ 9,106
Accounting fees and expenses...................... 3,700
Legal fees and expenses........................... 20,000
Miscellaneous expenses............................ 2,194
---------
Total......................................... $35,000**
=========
- ---------------
* The Selling Shareholders will pay any sales commissions or underwriting
discount and fees and expenses of their counsel incurred in connection with
their sale of shares registered hereunder.
** The expenses do not include expenses incurred by the Company in connection
with the Merger.
Item 15. Indemnification of Directors and Officers
The Company is a Missouri Corporation. Section 351.355(1) of the Revised
Statutes of Missouri provides that a corporation may indemnify a director,
officer, employee or agent of the corporation in any action, suit or proceeding
other than an action by or in the right of the corporation, against expenses
(including attorneys' fees), judgments, fines and settlement amounts actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action, had no reasonable cause to believe his conduct was
unlawful. Section 351.355(2) provides that the corporation may indemnify any
such person in any action or suit by or in the right of the corporation against
expenses (including attorneys' fees) and settlement amounts actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, except that
he may not be indemnified in respect of any matter in which he has been
adjudged liable for negligence or misconduct in the performance of his duty to
the corporation, unless authorized by the court. Section 351.355(3) provides
that a corporation shall indemnify any such person against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
action, suit or proceeding if he has been successful in defense of such action,
suit or proceeding and if such action, suit or proceeding is one for which the
corporation may indemnify him under Section 351.355(1) or (2). Section
351.355(7) provides that a corporation shall have the power to give any further
indemnity to any such person, in addition to the indemnity otherwise authorized
under Section 351.355, provided such further indemnity is either (i)
authorized, directed or provided for in the articles of incorporation of the
<PAGE> 15
corporation or any duly adopted amendment thereof or (ii) is authorized,
directed or provided for in any bylaw or agreement of the corporation which has
been adopted by a vote of the shareholders of the corporation, provided that no
such indemnity shall indemnify any person from or on account of such person's
conduct which was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct.
At the Annual Meeting of Shareholders held on February 10, 1987, the
shareholders adopted indemnification agreements with the directors of the
Company and amendments to the bylaws of the Company which incorporate indemnity
provisions permitted by Section 351.355(7) described above. The amended By-
Laws provide that the Company will indemnify its directors and officers against
all expenses (including attorneys' fees), judgments, fines and settlement
amounts, paid or incurred in any action or proceeding, including any action by
or on behalf of the Company, on account of their service as a director or
officer of the Company, any subsidiary of the Company or any other company or
enterprise when they are serving in such capacities at the request of the
Company, excepting only cases where (i) the conduct of such person is adjudged
to be knowingly fraudulent, deliberately dishonest or willful misconduct, (ii)
a final court adjudication shall determine that such indemnification is not
lawful, (iii) judgment is rendered against such person for an accounting of
profits made from a purchase or sale of securities of the Company in violation
of Section 16(b) of the Securities Exchange Act of 1934 or of any similar
statutory law, or (iv) any remuneration paid to such person is adjudicated to
have been paid in violation of law. Such person shall be indemnified only to
the extent that the aggregate of loses to be indemnified exceeds the amount of
such losses for which the director or officer is insured pursuant to any
directors' or officers' liability insurance policy maintained by the Company.
The Company maintains directors' and officers' liability insurance.
The Selling Shareholders have agreed to indemnify the Company and its
directors, officers and any person who controls the Company against certain
liabilities and expenses arising out of or based upon the information set forth
or incorporated by reference in this Prospectus, and the Registration Statement
of which this Prospectus is a part, including liabilities under the Securities
Act of 1933, as amended.
Item 16. Exhibits
Reference is made to the Exhibit Index.
Item 17. 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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
<PAGE> 16
(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 hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of St. Louis, State of Missouri, on June 2, 1995.
EMERSON ELECTRIC CO.
By: /s/ W. J. GALVIN
------------------------------------
W. J. Galvin
Senior Vice President - Finance and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby severally constitutes and
appoints W. J. Galvin, W. W. Withers, C. W. Groennert and H. M. Smith, Esq.,
and each of them singly, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-3, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their 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 below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Signature Title Date
- ------------------------------ ------------------------------ ---------------
/s/ C.F. KNIGHT Chairman of the Board, June 2, 1995
- ------------------------------ President and
C.F. Knight Chief Executive Officer
/s/ W.J. GALVIN Senior Vice President - June 2, 1995
- ------------------------------ Finance and
W.J. Galvin Chief Financial Officer
(principal accounting officer)
/s/ L. L. BROWNING, JR. Director June 2, 1995
- ------------------------------
L. L. Browning, Jr.
/s/ A. A. BUSCH, III Director June 2, 1995
- ------------------------------
A. A. Busch, III
<PAGE> 18
/s/ D. C. FARRELL Director June 2, 1995
- ------------------------------
D. C. Farrell
/s/ J. A. FRATES Director June 2, 1995
- ------------------------------
J. A. Frates
/s/ R. B. HORTON Director June 2, 1995
- ------------------------------
R. B. Horton
/s/ G. A. LODGE Director June 2, 1995
- ------------------------------
G. A. Lodge
/s/ V. R. LOUCKS, JR. Director June 2, 1995
- ------------------------------
V. R. Loucks, Jr.
/s/ R. B. LOYND Director June 2, 1995
- ------------------------------
R. B. Loynd
/s/ R. L. RIDGWAY Director June 2, 1995
- ------------------------------
R. L. Ridgway
Director June 1, 1995
- ------------------------------
R. W. Staley
/s/ A. E. SUTER Director June 2, 1995
- ------------------------------
A. E. Suter
/s/ W. M. VAN CLEVE Director June 2, 1995
- ------------------------------
W. M. Van Cleve
/s/ E. E. WHITACRE, JR. Director June 2, 1995
- ------------------------------
E. E. Whitacre, Jr.
/s/ E. F. WILLIAMS, JR. Director June 2, 1995
- ------------------------------
E. F. Williams, Jr.
/s/ F. T. WILSON Director June 2, 1995
- ------------------------------
F. T. Wilson
<PAGE> 19
EMERSON ELECTRIC CO.
EXHIBIT INDEX
Exhibit
Number Description
- ------- ----------------------------------------------------------------------
5.1 Opinion of H. M. Smith, Esq., Assistant General Counsel and Assistant
Secretary
23.1 Consent of KPMG Peat Marwick, L.L.P.
23.2 Consent of H. M. Smith, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
<PAGE> 1
EXHIBIT 5.1
-----------
EMERSON ELECTRIC CO.
8000 W. FLORISSANT
P.O. BOX 4100
ST. LOUIS, MO 63138-8506
HARLEY M. SMITH
ASSISTANT GENERAL COUNSEL
AND ASSISTANT SECRETARY
(314) 553-2431
June 2, 1995
Emerson Electric Co.
8000 West Florissant Avenue
St. Louis, MO 63136
Gentlemen:
I am Assistant General Counsel and Assistant Secretary of Emerson
Electric Co., a Missouri corporation (the "Company"), and in such capacity I am
familiar with the Registration Statement on Form S-3 to be filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
proposed offering and sale by the shareholders named therein of shares of
Common Stock, par value $1.00, of the Company (the "Shares") (including
Preferred Share Purchase Rights accompanying such Shares) to be issued pursuant
to the proposed merger (the "Merger") of Emersub XXXIX, a Delaware corporation
and a wholly-owned subsidiary of the Company ("Emersub"), with and into
Intellution, Inc., a Massachusetts corporation ("Intellution"), which, upon
consummation of the Merger, will be the surviving corporation and a wholly-
owned subsidiary of the Company.
I have examined originals or copies, certified or otherwise,
identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as I deemed necessary
for the purposes of the opinion expressed herein. I have assumed the
genuineness of all signatures on all documents examined by me, the authenticity
of all documents submitted to me as originals, and the conformity to authentic
originals of all documents submitted to me as certified or photostatic copies.
I have also assumed the due authorization, execution and delivery of all
documents.
On the basis of the foregoing, I am of the opinion that upon
consummation of the transactions contemplated by the Agreement and Plan of
Merger (the "Merger Agreement") dated as of May 18, 1995, by and among the
Company, Emersub, Intellution, Stephen E. Rubin, Edmund J. Reinhalter, Alpin
Chisholm, Summit Investors, L.P. and Summit Ventures II, L.P., and when the
Shares are issued in accordance with the Merger Agreement, such Shares will be
legally issued, fully paid and nonassessable.
<PAGE> 2
I consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to your filing copies of this opinion
as an exhibit to the Registration Statement with such agencies of such states
as you deem necessary in the course of complying with the laws of such states
regarding the offering and sale of the Shares.
In giving this consent, I do not admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act or
rules and regulations of the Commission.
Yours truly,
/s/ HARLEY M. SMITH
-----------------------------------------
Harley M. Smith
Assistant General Counsel
<PAGE> 1
EXHIBIT 23.1
------------
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Emerson Electric Co.:
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus. Our
report on the consolidated financial statements of Emerson Electric Co. as of
September 30, 1994 and for the year then ended refers to a change in its method
of accounting for postretirement benefits other than pensions.
/s/ KPMG PEAT MARWICK LLP
---------------------------------------------
KPMG Peat Marwick LLP
St. Louis, Missouri
June 1, 1995
