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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 6)
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 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<PAGE>
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This Amendment No. 6 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, a
Delaware corporation and a wholly-owned subsidiary of Rockwell
International Corporation, a Delaware corporation, 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, 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 4. The Solicitation or Recommendation.
Item 4 is hereby amended and supplemented by adding thereto the
following:
At a meeting of the Company's Board of Directors held on
November 21, 1994, the Board unanimously adopted a resolution
approving and adopting a revised proposed Agreement and Plan of
Merger by and among the Company, ROK and Rockwell (the
"Reliance-Rockwell Merger Agreement") substantially in the form
presented to it. The Reliance-Rockwell Merger Agreement
provides that Rockwell and ROK will amend the Offer to, among
other things, offer $31 per share for Class A and Class B
Common Stock and $83.948 per share for Class C Common Stock and
to eliminate certain of the conditions to the consummation of
the Offer and the Proposed Rockwell Merger. At its meeting on
November 21, 1994, the Company's Board of Directors also
adopted resolutions (i) determining that, in light of and
subject to the terms and conditions set forth in the Reliance-
Rockwell Merger Agreement, each of the Amended Offer and the
Proposed Rockwell Merger are fair to, and in the best interests
of, the stockholders of the Company; and (ii) recommending that
the stockholders of the Company accept the Amended Offer and
approve and adopt the Reliance-Rockwell Merger Agreement and
the Proposed Rockwell Merger and the other transactions
contemplated thereby.
Item 7. Certain Negotiations and Transactions By the Subject Company.
Item 7(a) is hereby amended and supplemented by adding thereto
the following:
On November 21, 1994, the Company entered into the
Reliance-Rockwell Merger Agreement. The Company, pursuant to
the Amendment Agreement, also terminated the Reliance-General
Signal Merger Agreement and paid General Signal a termination
fee of $50 million and $5.15 million in expenses. A copy of a
press release of the Company, dated November 21, 1994, announcing
these events is filed as Exhibit 30 and is incorporated herein
by reference.
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Item 8. Additional Information to be Furnished.
Item 8 is hereby amended and supplemented by adding to
subparagraph (f) thereunder captioned "Additional Information" the
following:
On November 21, 1994, prior to the expiration of the
period (the "Grace Period") during which the Company and
Rockwell were permitted to conduct merger negotiations pursuant
to the Amendment Agreement, the Company, General Signal and
Rockwell agreed to amend the Amendment Agreement to extend the
expiration of the Grace Period from noon to 6:00 p.m. on
November 21, 1994. A copy of the amendment to the Amendment
Agreement is attached as Exhibit 31 hereto and incorporated
herein by reference.
At a meeting on November 20, 1994, the Board of Directors
of Reliance unanimously approved an amendment to the Company's
By-laws. The resolution amends Section 1.2 of the By-laws to
allow special meetings of stockholders to be called only by the
Chairman of the Board, the President or the Board of Directors
and provides that the only matters that may be considered at a
special meeting of stockholders shall be such matters as are
set forth in the notice of such meetings. A copy of the Board
resolution is filed as Exhibit 32 hereto 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:
Exhibit No. Exhibit Page No.
Exhibit 30 Press Release of the Company, dated
November 21, 1994
Exhibit 31 Amendment, dated November 21, 1994, to
Amendment Agreement
Exhibit 32 Resolution of the Company's Board of
Directors, adopted November 20, 1994,
concerning an amendment to the
Company's By-laws
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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: November 21, 1994
RELIANCE ELECTRIC COMPANY
By: /s/ John C. Morley
Name: John C. Morley
Title: President and Chief
Executive Officer
Exhibit 30
News Release
[LOGO]
For more _____________________________
Information NOTE TO EDITORS
Contact: Stephen A. Van Oss For further information
regarding the context of
this news release, please contact:
News Release No. 94-18 Stephen A. Van Oss
Release Date: November 21, 1994 216-266-5809
Reliance and Rockwell Agree to Merge
Cleveland, Ohio, November 21, 1994 - Reliance Electric Company (NYSE:REE)
and Rockwell International Corporation (NYSE:ROK) today announced that they
have reached an agreement in principle under which Rockwell would acquire
all the outstanding Class A Common Stock of Reliance for $31.00 per share
and an equivalent amount for convertible shares.
Both companies indicated that they anticipated the execution of a
definitive merger agreement later today.
Reliance, General Signal Corporation, and Rockwell have extended the
time under their grace period agreement until 6:00 p.m. today.
Reliance Electric Company, headquartered in Cleveland, Ohio, designs,
manufactures, sells and services a broad range of industrial and
telecommunications equipment and has annual sales in excess of $1.6
billion. Reliance operates 43 manufacturing plants worldwide in 10
countries and employs approximately 14,000 people.
Rockwell is a diversified, high-technology company with leadership
market positions in automation, avionics, aerospace, defense electronics,
telecommunications, automotive components and graphic systems, with $11
billion in annual sales.
Exhibit 31
General Signal Corporation
One High Ridge Park
Stamford, CT 06904
Reliance Electric Company
6065 Parkland Boulevard
Cleveland, OH 44124
November 21, 1994
Gentlemen:
By this letter, each of General Signal Corporation, Reliance
Electric Company and Rockwell International Corporation agree to amend the
letter agreement dated November 17, 1994 among such parties by changing the
references to "noon" in clauses (i), (ii) and (iv) thereof to "6:00 p.m.".
Very truly yours,
GENERAL SIGNAL CORPORATION
By: \s\ Edgar J. Smith, Jr.
Name: Edgar J. Smith, Jr.
Title: Vice President, General
Counsel & Secretary
Accepted and agreed: Accepted and agreed:
RELIANCE ELECTRIC COMPANY ROCKWELL INTERNATIONAL CORPORATION
By: \s\ John C. Morley By: \s\ William J. Calise, Jr.
Name: John C. Morley Name: William J. Calise, Jr.
Title: President and Chief Title: Senior Vice President,
Executive Officer General Counsel
and Secretary
Exhibit 32
RESOLUTION OF THE BOARD OF DIRECTORS
OF RELIANCE ELECTRIC COMPANY
RESOLVED, that Section 1.2 of the By-laws of the Company is
hereby amended to read in its entirety as follows:
"Special meetings of stockholders may be called only by the
Chairman of the Board, the President or the Board of Directors and
are to be held at such dates, times and places either within or
without the State of Delaware as may be stated in the notices of such
meeting. The only matters that may be considered at a special
meeting of stockholders shall be such matters as are set forth in the
notice of such meeting."
