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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
FINAL AMENDMENT
(AMENDMENT NO. 8)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
RELIANCE ELECTRIC COMPANY
(Name of Subject Company)
RELIANCE ELECTRIC COMPANY
(Name of Person(s) Filing Statement)
Class A Common Stock, $.01 Par Value Per Share,
Including the Associated Series A Preferred Stock Purchase Rights
(Title of Class of Securities)
759458102
(CUSIP Number of Class of Securities)
William R. Norton, Esq.
Vice President, General Counsel and Secretary
Reliance Electric Company
6065 Parkland Boulevard
Cleveland, Ohio 44124
(216) 266-5800
(Name, address and telephone number of person(s) authorized
to receive notice and communications on behalf
of the person(s) filing statement)
Copies to:
Michael L. Miller, Esq. Joseph B. Frumkin, Esq.
Calfee, Halter & Griswold Sullivan & Cromwell
800 Superior Avenue, Suite 1800 125 Broad Street
Cleveland, Ohio 44114 New York, New York 10004
(216) 622-8200 (212) 558-4000
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This Amendment No. 8 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9, dated November 3, 1994, as amended
(the "Schedule 14D-9"), filed by Reliance Electric Company, a Delaware
corporation (the "Company"), relating to the tender offer disclosed in the
Schedule 14D-1, dated October 21, 1994, as amended (the "Schedule 14D-1"), of
the bidder, ROK Acquisition Corporation ("ROK"), a Delaware corporation and a
wholly-owned subsidiary of Rockwell International Corporation, a Delaware
corporation ("Rockwell"), to purchase all of the outstanding Shares upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
October 21, 1994, the Supplement to the Offer to Purchase, dated November 22,
1994, and the related Letters of Transmittal (together, the "Offer").
Capitalized terms used and not defined herein shall have the meanings set forth
in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented by adding to subparagraph
(b) thereunder captioned "The Rights Agreement" the following:
On November 23, 1994 the Company and the Rights Agent executed
Amendment No. 1 to the Rights Agreement ("Amendment No. 1") which provides that
(i) neither Rockwell nor ROK will become an Acquiring Person, that no Trigger
Event, Shares Acquisition Date or Distribution Date (as such terms are defined
in the Rights Agreement) will occur and that Section 13 of the Rights Agreement
is not triggered, in each case as a result of the announcement, commencement or
consummation of the Offer or the Amended Offer, the execution or delivery of
the Rockwell Merger Agreement or any amendment thereto or the consummation of
the transactions contemplated thereby, with the effect that none of such events
will trigger the exercisability of the Rights, the separation of the Rights
from the stock certificates to which they are attached or any other provision
of the Rights Agreement, (ii) a Distribution Date will in no event occur prior
to the Effective Time or earlier termination of the Rockwell Merger Agreement
and (iii) the Rights will no longer be outstanding upon consummation of the
Proposed Rockwell Merger.
A copy of Amendment No. 1 is filed as Exhibit 38 and is incorporated
herein by reference.
Item 8 is hereby further amended and supplemented by adding to
subparagraph (f) thereunder captioned "Additional Information" the following:
As publicly disclosed in a press release by Rockwell dated December 7,
1994 (the "Rockwell Press Release"), the Offer by ROK for all outstanding
Shares expired at 12:00 midnight, New York City time, on Tuesday, December 6,
1994. Based on information set forth
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in the Rockwell Press Release, a total of 31,639,261 Class A Shares (including
approximately 1,414,546 Class A Shares subject to guarantee of delivery),
146,304 Class B Shares and no Class C Shares were validly tendered and not
properly withdrawn pursuant to the Offer and were accepted for payment by ROK.
Upon purchase of all such tendered Shares, ROK will own approximately 89% of
the outstanding Class A Shares, 21% of the outstanding Class B Shares, 63% of
the Company's outstanding common stock on a fully-diluted basis and 89% of the
Company's outstanding voting common stock.
A copy of the Rockwell Press Release is filed as Exhibit 39 and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the
following:
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Exhibit No. Exhibit
----------- -------
Exhibit 38 -- Amendment No. 1 to Rights
Agreement, dated November 23, 1994
Exhibit 39 -- Press Release of Rockwell, dated
December 7, 1994
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 8, 1994
RELIANCE ELECTRIC COMPANY
By: /s/ John C. Morley
------------------------
Name: John C. Morley
Title: President and Chief
Executive Officer
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of November 23, 1994,
between RELIANCE ELECTRIC COMPANY, a Delaware corporation (the "Company"), and
SOCIETY NATIONAL BANK, a national banking association (the "Rights Agent"),
amending the Rights Agreement, dated as of August 29, 1994, between the Company
and the Rights Agent (the "Rights Agreement").
W I T N E S S E T H
WHEREAS, on October 21, 1994, ROK Acquisition Corporation, a Delaware
corporation ("ROK") and a wholly-owned subsidiary of Rockwell International
Corporation, a Delaware corporation ("Rockwell"), commenced an all-cash tender
offer for all outstanding shares of common stock of the Company (the "Initial
Offer");
WHEREAS, on November 21, 1994, Rockwell, ROK and the Company entered
into an Agreement and Plan of Merger (the "Rockwell Merger Agreement") pursuant
to which Rockwell and ROK amended the Initial Offer (the "Amended Offer");
WHEREAS, the Company represented in the Rockwell Merger Agreement that
it would amend the Rights Agreement as set forth in this Amendment; and
WHEREAS, Section 27 of the Rights Agreement provides that the Company
may supplement or amend the Rights Agreement to make any provisions with
respect to the Rights which the Company may deem necessary or desirable;
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Amendment, the parties hereby agree
as follows:
1. Section 1 of the Rights Agreement is hereby amended by adding the
following definitions thereto:
"Amended Offer" shall have the meaning set forth in the Rockwell
Merger Agreement.
"Initial Offer" shall have the meaning set forth in the Rockwell
Merger Agreement.
"ROK" shall mean ROK Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Rockwell.
"Rockwell" shall mean Rockwell International Corporation, a
Delaware corporation.
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"Rockwell Merger" shall mean the merger of ROK into the
Company as contemplated by the Rockwell Merger Agreement.
"Rockwell Merger Agreement" shall mean the Agreement and Plan
of Merger, dated as of November 21, 1994, by and among Rockwell, ROK
and the Company, as the same may be amended in accordance with the
terms thereof.
2. Section 1(a) of the Rights Agreement is hereby amended by
adding to the end thereof the following:
"Notwithstanding anything to the contrary contained herein, neither
Rockwell nor ROK shall be or become an "Acquiring Person" as a result
of the announcement, commencement or consummation of the Initial
Offer or the Amended Offer, the execution of the Rockwell Merger
Agreement or any amendment thereto or the consummation of the
transactions contemplated thereby (including, without limitation, the
Rockwell Merger)."
3. Section 1(l) of the Rights Agreement is hereby amended by
adding to the end thereof the following:
"Notwithstanding anything to the contrary contained herein, no "Shares
Acquisition Date" shall occur as a result of the announcement,
commencement or consummation of the Initial Offer or the Amended Offer,
the execution of the Rockwell Merger Agreement or any amendment thereto
or the consummation of the transactions contemplated thereby
(including, without limitation, the Rockwell Merger)."
4. Section 1(n) of the Rights Agreement is hereby amended by
adding to the end thereof the following:
"Notwithstanding anything to the contrary contained herein, no "Trigger
Event" shall be deemed to have occurred as a result of the
announcement, commencement or consummation of the Initial Offer or the
Amended Offer, the execution of the Rockwell Merger Agreement or any
amendment thereto or the consummation of the transactions contemplated
thereby (including, without limitation, the Rockwell Merger)."
5. Section 3(a) of the Rights Agreement is hereby amended
by adding to the end thereof the following:
"Notwithstanding anything to the contrary contained herein, no
Distribution Date shall occur as a result of the announcement,
commencement or consummation of the Initial Offer or the Amended Offer,
the execution of the
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Rockwell Merger Agreement or any amendment thereto or the consummation
of the transactions contemplated thereby (including, without
limitation, the Rockwell Merger), and no Distribution Date will, in any
event, occur prior to the effective time of the Rockwell Merger or the
earlier termination of the Rockwell Merger Agreement."
6. Section 7(a) of the Rights Agreement is hereby amended by
replacing the word "or" with a comma immediately prior to the symbol "(iv)" and
by adding to the end thereof the following:
"or (v) immediately prior to the effective time of the Rockwell Merger."
7. Section 13 of the Rights Agreement is hereby amended by
adding to the end thereof the following:
"Notwithstanding anything to the contrary contained herein, the
provisions of this Section 13 will not apply to or be triggered by the
execution of the Rockwell Merger Agreement or any amendment thereto or
the consummation of the transactions contemplated thereby (including,
without limitation, the Rockwell Merger)."
8. The Rights Agent shall not be liable for or by reason of
any of the statements of fact or recitals contained in this Amendment. The
Rights Agent shall not be under any responsibility in respect of the validity
of this Amendment or the execution and delivery hereof (except the due
execution hereof by the Rights Agent).
9. The term "Agreement" as used in the Rights Agreement shall
be deemed to refer to the Rights Agreement as amended by this Amendment No. 1.
10. Except as set forth herein, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
11. This Amendment No. 1 may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed, all as of the day and year first above written.
RELIANCE ELECTRIC COMPANY
By: /s/ William R. Norton
---------------------------
Name: William R. Norton
Title: Vice President, General
Counsel and Secretary
SOCIETY NATIONAL BANK,
as Rights Agent
By: /s/ Debra Kindred
---------------------------
Name: Debra Kindred
Title: Trust Officer/Assistant
Secretary
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World Headquarters
2201 Seal Beach Boulevard
Seal Beach, California 90740-8250
USA
[Rockwell Logo] 1-310-797-5819
- -------------------------------------------------------------------------
News
Contact: Mary Lou Kromer
(310) 797-5819
Bill Blanning
(310) 797-5819
ROCKWELL SUCCESSFULLY COMPLETES CASH TENDER OFFER FOR
RELIANCE ELECTRIC
SEAL BEACH, Calif. (December 7, 1994) -- Rockwell International Corporation
(NYSE:ROK) announced today that it has successfully completed its cash tender
offer for Reliance Electric (NYSE:REE), clearing the way for a combined
enterprise that will enhance Rockwell's position as a world leader in the
automation business.
Rockwell's cash offer for all outstanding shares of Common Stock of
Reliance expired, as scheduled, at 12:00 midnight, New York City time, on
Tuesday, December 6, 1994. Rockwell has accepted for purchase all shares
validly tendered and not properly withdrawn prior to expiration of the offer.
"The combination of these two top-flight organizations -- Rockwell's
Allen-Bradley factory automation business and Reliance -- puts us squarely in
the position of being a first-tier global industrial automation player," said
Donald R. Beall, Rockwell's chairman and chief executive officer. "We're
extremely excited by the opportunity to combine two businesses considered world
leaders in factory controls and electric motors and drives into a single entity
providing our customers an extensive range of automation products and services.
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"The acquisition also increases our commercial and international sales,
which comprise 70% of our total sales."
Beall added: "The Reliance acquisition furthers the change in
composition of Rockwell and fits perfectly into our long-term corporate
strategy to enhance our position as a high technology leader in global growth
markets. With the addition of Reliance, the share of our annual company sales
coming from Rockwell's electronic businesses will exceed 55 percent."
Rockwell reported that, based on preliminary information, as of the
expiration of the offer approximately 31,639,261 shares of Reliance Class A
Common Stock and 146,304 shares of Reliance Class B Common Stock were tendered
(including approximately 1,414,546 shares of Reliance Class A Common Stock
subject to guarantee of delivery) and accepted for payment at a price of $31
per share. No shares of Reliance Class C Common Stock were tendered.
The acceptance of these shares in the tender offer results in
Rockwell's ownership of approximately 63% of Reliance's outstanding Common
Stock on a fully diluted basis and approximately 89% of the outstanding voting
stock of Reliance.
Rockwell intends to complete a merger of its subsidiary and Reliance as
soon as practicable. In the merger, each Reliance share not previously
purchased in the tender offer will be converted into the right to receive $31
in
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cash, in the case of Class A Common Stock and Class B Common Stock, and $83.948
in cash, in the case of Class C Common Stock.
Rockwell is a diversified, high-technology company with leadership
market poitions in automation, avionics, aerospace, defense electronics,
telecommunications, automotive components and graphic systems, with annual
worldwide sales of approximately $12.6 billion including Reliance.
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