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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
(to Registration Statement on
Form 8-A dated September 15, 1994)
For Registration of Certain Classes of
Securities Pursuant to Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
Reliance Electric Company
(Exact name of registrant as specified in its charter)
Delaware 34-1538687
- ------------------------- ---------------------------------
(State of incorporation (IRS employer identification no.)
or organization)
6065 Parkland Boulevard, Cleveland, Ohio 44124
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(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be Name of each exchange on
so registered which each class is
to be registered
_______________________ ______________________
Series A Preferred New York Stock Exchange
Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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The Company hereby amends Item 1 of its Registration Statement on Form 8-A,
dated September 15, 1994, by adding the information set forth below under the
caption "Amendment to the Rights Agreement." The Company also amends Item 2
by adding the Amendment to the Rights Agreement as Exhibit 2.
Item 1. Description of Registrant's Securities to be Registered.
- ------ -------------------------------------------------------
THE RIGHTS AGREEMENT
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On August 29, 1994, the Board of Directors of Reliance Electric Company (the
"Company") declared a dividend of one preferred stock purchase right (a
"Right") for each outstanding share of Class A, Class B and Class C Common
Stock of the Company to purchase one one-hundredth of a share of a new Series
A, Series B or Series C Preferred Stock, respectively. The dividend is payable
on September 15, 1994 (the "Record Date") to the stockholders of record on
that date. Each Right entitles the registered holders of Class A and Class B
Common Stock to buy one one-hundredth of a share of Series A and Series B
Preferred Stock, respectively, at an exercise price of $60.00, subject to
adjustment, and holders of Class C Common Stock to buy one one-hundredth of a
share of Series C Preferred Stock at an exercise price of $162.48, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Society National
Bank, as Rights Agent (the "Rights Agent").
Until 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 beneficial ownership of 10% or more of the outstanding
shares of the Company's Class A Common Stock or (ii) ten business days (or such
later date as may be determined by action of 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 10% or more of the Company's outstanding Class A Common Stock (the
earlier of such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Stock certificates outstanding as
of the Record Date, by such Common Stock certificate with a copy of the Summary
of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the shares of Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after the Record Date, upon transfer or new
issuance of shares of Common Stock will contain a legend incorporating the
Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any
certificates for shares of Common Stock, outstanding as of the Record Date,
even without such legend or a copy of this Summary of Rights being attached
thereto, will also constitute
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the transfer of the Rights associated with the shares of Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on the earliest of (i) the close of business on August 29, 2004 (the
"Final Expiration Date"), (ii) the time at which the Rights are redeemed, (iii)
immediately prior to the effective time of the merger of the Company into
General Signal Corporation or (iv) the time at which such Rights are exchanged.
The purchase price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights, options or warrants to subscribe for or purchase Preferred
Stock at a price, or securities convertible into Preferred Stock with a
conversion price, less than the then current market price of the Preferred
Stock or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
paid out of earnings or retained earnings or dividends payable in Preferred
Stock) or of subscription rights or warrants (other than those referred to
above).
The number of outstanding Rights and the number of one one-hundredths of
Preferred Stock issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Stock or a stock
dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $1.00 per share ($2.708 per share
for the Series C Preferred Stock) but will be entitled to an aggregate dividend
of 100 times (270.8 times for the Series C Preferred Stock) the dividend
declared on the Class A Common Stock. In the event of liquidation, the holders
of the new Series A and Series B Preferred Stock will be entitled to a minimum
preferential liquidation payment of $1.00 per share ($2.708 per share for the
Series C Preferred Stock) but will be entitled to an aggregate payment of 100
times the payment (270.8 times for the Series C Preferred Stock) made per share
of Class A Common Stock. Each share of Series A Preferred Stock will have 100
votes, voting together with the Common Stock. The Series B and Series C
Preferred Stock will be non-voting. Finally, in the event of any merger,
consolidation or other transaction in which shares of
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Common Stock are exchanged, each share of Series A and Series B Preferred Stock
will be entitled to receive 100 times (270.8 times for the Series C Preferred
Stock) the amount received per Common Stock. These rights are protected by
customary antidilution provisions.
Because of the nature of the Preferred Stock dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
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 are 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
any person or group of affiliated or associated persons becomes the beneficial
owner of 10% or more of the outstanding Common Stock, 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.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 10% or more of the outstanding
Class A Common Stock and prior to the acquisition by such person or group of
50% or more of the outstanding Class A Common Stock, the Board of Directors of
the Company may exchange the Rights (other than Rights owned by such person or
group which have become void), in whole or in part, at an exchange ratio of one
share of Common Stock, or one one-hundredth of a share of Preferred Stock (or
of a share of a class or series of the Company's preferred stock having
equivalent rights, preferences and privileges), per Right (subject to
adjustment).
With certain exceptions, no adjustment in the purchase price will be required
until cumulative adjustments require an adjustment of at least 1% in such
purchase price. No fractional shares of Preferred Stock will be issued (other
than fractions which are integral multiples of one one-hundredth of a share of
Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Stock on the last trading day prior
to the date of exercise.
At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 10% or more of the outstanding
Common Stock, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price
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of $.01 per Right (the "Redemption Price"). The redemption of the rights may
be made effective at such time on such basis and with such conditions as the
Board of Directors in its sole discretion may establish. 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 terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that from and
after such time as any person becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends.
As of August 30, 1994 the Company had a total of 32,909,939 shares of Class A
Common Stock, 3,161,032 shares of Class B Common Stock and 5,250,000 shares of
Class C Common Stock issued, all of which were outstanding. As of August 30,
1994, the Company had a total of 1,259,365 shares of Class A Common Stock
issuable upon exercise of outstanding stock options or options which may be
granted upon achievement of certain performance goals under various of the
Company's stock-based incentive plans. Each outstanding share of Class A,
Class B and Class C Common Stock will receive one Right. The Company has a
total of 15,000,000 shares of Preferred Stock authorized, of which no shares
are outstanding. There has been reserved for issuance 1,000,000 shares of
Serial A Preferred Stock, 1,000,000 shares of Serial B Preferred Stock and
120,000 shares of Serial C Preferred Stock of the Company issuable upon
exercise of the Rights.
AMENDMENT TO THE RIGHTS AGREEMENT
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On November 23, 1994, the Company and the Rights Agent entered into an
amendment (the "Amendment") to the Rights Agreement. The Amendment amends the
Rights Agreement as follows:
(1) to amend the definition of "Acquiring Person" to provide that neither
Rockwell International Corporation ("Rockwell") nor ROK Acquisition
Corporation ("ROK") shall be or become an "Acquiring Person" as a result of
Rockwell's all-cash tender offer for all outstanding shares of common stock of
the Company (the "Initial Offer") or Rockwell's amended Initial Offer (the
"Amended Offer"), the execution of the Agreement and Plan of Merger, dated as
of November 21, 1994, by and among Rockwell, ROK and the Company (the "Rockwell
Merger Agreement") or any amendment thereto or the consummation of the
transactions contemplated thereby (including, without limitation, the merger of
ROK into the Company (the "Rockwell Merger"));
(2) to amend the definition of "Shares Acquisition Date" to provide that no
"Shares Acquisition Date" shall occur as a result of the Initial Offer or the
Amended Offer, the execution of
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the Rockwell Merger Agreement or any amendment thereto or the consummation of
the transactions contemplated thereby (including, without limitation, the
Rockwell Merger);
(3) to amend the definition of "Trigger Event" to provide that no "Trigger
Event" shall be deemed to have occurred as a result 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) to provide that no Distribution Date shall occur as a result 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), and
that 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;
(5) to provide that the Rights shall expire on the earliest of (i) the close
of business on August 29, 2004, (ii) the time at which the Rights are redeemed,
(iii) immediately prior to the effective time of the merger of the Company into
General Signal Corporation, (iv) the time at which such Rights are exchanged,
or (v) immediately prior to the effective time of the Rockwell Merger; and
(6) to provide that Section 13 of the Rights Agreement, relating to the
consolidation, merger or sale or transfer of assets or earning power of the
Company, 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).
Item 2. Exhibits.
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The following exhibits are filed as a part of this Registration
Statement:
1. Rights Agreement dated August 29, 1994, between the Company and
Society National Bank, and amended as of August 27, 1987, which
includes as Exhibit A, the Certificate of Designation and Terms
of Series A, Series B and Series C Junior Participating
Preferred Stock, as Exhibits B-1, B-2 and B-3, the forms of
Rights Certificates and, as Exhibit C, the Summary of the Rights
Agreement.*
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2. Amendment No. 1, dated as of November 23, 1994, to Rights
Agreement, dated August 29, 1994, between the Company and
Society National Bank.
_________________
*Previously filed
431\10226BHC.446
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
RELIANCE ELECTRIC COMPANY
By /s/ William R. Norton
----------------------------------
William R. Norton, Vice President,
General Counsel and Secretary
Dated: December 15, 1994
431\10226BHC.446
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EXHIBIT 2
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
SOCIETY NATIONAL BANK, as
Rights Agent
By: /s/ Debra A. Kindred
--------------------------
Name: Debra A. Kindred
Title: Trust Officer/Assistant Secretary
431\10226DUC.490
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