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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 3)
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, Par Value $.01 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:
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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. 3 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 (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
("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, 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 (f)
thereunder captioned "Additional Information" the following:
On November 10, 1994, Mr. Beall sent a letter (the "November 10 Letter")
to Messrs. Sherrill and Morley stating that if the Company will announce now
that it will redeem its Rights and waive Section 203 just prior to the
expiration of the Offer, Rockwell would amend the Offer to remove all the other
conditions, except the tender of a majority of the Class A Shares (on a fully
diluted basis) and the absence of an injunction or legal prohibition. The
November 10 Letter also stated that Rockwell would commit to effect a
second-step merger as soon as possible following consummation of the Offer. A
copy of the November 10 Letter is attached hereto as Exhibit 22 and is
incorporated herein by reference.
The Company is considering the November 10 Letter. In particular, the
Company is considering whether it can, without breaching the Reliance-General
Signal Merger Agreement or becoming required to pay General Signal a $50
million termination fee, redeem or take other action with respect to the Rights
to make them inapplicable to the Offer or waive the application of Section 203.
The Company is also considering the financial adequacy of the Rockwell Offer.
The Company has also requested an opinion of its Delaware counsel as to whether
Section 203 would be applicable to a Business Combination with Rockwell or any
affiliate of Rockwell after the Offer. The Company has not received any legally
binding agreement of Rockwell that would give effect to the proposal contained
in the November 10 Letter. A copy of the Company's press release concerning the
November 10 Letter is attached hereto as Exhibit 23 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 21 -- Press Release, dated November 10, 1994,
of the Company
Exhibit 22 -- Letter, dated November 10, 1994, from
Donald R. Beall to H. Virgil Sherrill
and John C. Morley
Exhibit 23 -- Press Release, dated November 11, 1994,
of the Company
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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 14, 1994
RELIANCE ELECTRIC COMPANY
By: /s/ John C. Morley
--------------------------
Name: John C. Morley
Title: President and Chief
Executive Officer
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EXHIBIT 21
News Release [LOGO]
_______________________________
For More NOTE TO EDITORS
Information For further information
Contact: Stephen A. Van Oss regarding the content of this
news release, please contact:
Stephen A. Van Oss
News Release No. 94-15 216-266-5809
Release Date: November 10, 1994 _______________________________
_______________________________________________________________________________
Reliance Expands on Response to Rockwell Merger Proposal
--------------------------------------------------------
Cleveland, Ohio - November 10, 1994 - Reliance Electric Company
(NYSE:REE) announced today that it has filed an amendment to its Schedule 14D-9
with the Securities and Exchange Commission with respect to the Rockwell
International Corporation tender offer. The filing states why the Board of
Directors of Reliance is unable to predict when it will be able to take a
position in response to the Rockwell offer.
The Company stated that, "The Board of Directors is unable to predict
when it will be in a position to make a recommendation with respect to the
offer. As previously disclosed, the Board of Directors has not been able to
fully assess the relative merits of the offer as compared to the strategic
business combination with General Signal because of the significant
uncertainties associated with the Offer, as well as uncertainty with respect to
the terms that may ultimately be available to the Company's shareholders. The
matters that need to be resolved in order for the Board of Directors to be in a
position to make a recommendation include obtaining information as to the
terms, including consideration, that ultimately may be available to the
Company's shareholders; whether Rockwell would be willing to enter into a
substantially unconditional merger agreement with the Company that requires
Rockwell to reduce to a minimum the conditions to the offer that could permit
Rockwell to terminate the Offer without the purchase of Shares; and whether the
Company could enter into negotiations or a merger agreement with Rockwell
without becoming obligated to pay General Signal the $50 million termination
payment (whether through the agreement of General Signal or as a result of
indemnification from a third party). The Company does not believe the form of
merger agreement delivered by Rockwell on November 7, 1994 resolves these
matters."
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EXHIBIT 22
ROCKWELL INTERNATIONAL CORPORATION
WORLD HEADQUARTERS
2201 SEAL BEACH BOULEVARD
PO BOX 4250
SEAL BEACH, CALIFORNIA 90740-8250
310-797-5127
ROCKWELL
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DONALD R. BEALL
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
November 10, 1994
Mr. H. Virgil Sherrill
Chairman of the Board
and
Mr. John C. Morley
President and Chief Executive Officer
Reliance Electric Company
6065 Parkland Boulevard
Cleveland, Ohio 44124
Gentlemen:
I still cannot understand the "uncertainties" you see in Rockwell's $30
per share all-cash tender offer for all outstanding shares of Reliance. The
only real conditions remaining are within your power to resolve. Nevertheless,
Rockwell is prepared to remove all possible uncertainties with respect to the
offer.
If Reliance will announce now that it will redeem its poison pill and
waive Section 203 of the Delaware General Corporation Law just prior to the
expiration of our offer, we will amend our offer to remove all the other
conditions, except the tender of a majority of the Reliance Class A Shares (on
a fully diluted basis) and the absence of an injunction or legal prohibition.
Rockwell will also commit to effect a second-step merger as soon as possible
following consummation of the offer at the same price as paid in the offer.
Thus, assuming no injunction or legal prohibition and a tender of a majority of
the shares, there will be absolutely no conditions or uncertainties and no
reason for the Reliance Board to continue to deny your shareowners the
benefit of our offer.
This course of action also eliminates any risk to Reliance with respect to
the $50 million break-up fee contemplated by Section 9.05(b) of the merger
agreement between Reliance and General Signal. The foregoing actions do not
require the Reliance Board to change any recommendations with respect to our
offer or the proposed General Signal merger, or to negotiate with or provide
information to us. In those circumstances, the $50 million fee would not be
payable under the terms of the merger agreement and, in fact, would never
become payable if Rockwell consummated a short-form, second-step merger without
entering into a merger agreement.
As you know, we believe that our very fair and full-priced offer is in the
best interest of all of Reliance's constituencies. We urge the Reliance Board
promptly to take the actions outlined above in order to permit consummation of
the offer or, if the Board prefers, promptly to commence negotiation of a
merger agreement with us.
Sincerely,
/s/ Donald R. Beall
-------------------------
Donald R. Beall
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EXHIBIT 23
News Release [LOGO]
_____________________________
For More NOTE TO EDITORS
Information For further information
Contact: Stephen A. Van Oss regarding the content of
this news release,
please contact:
Stephen A. Van Oss
News Release No. 94-16 216-266-5809
Release Date: November 11, 1994 _____________________________
________________________________________________________________________________
RELIANCE COMMENTS ON ROCKWELL LETTER
------------------------------------
Cleveland, Ohio -- November 11, 1994 -- Reliance Electric Company
(NYSE:REE) announced today that it has received a letter from Rockwell
International Corporation (NYSE:ROK) indicating Rockwell's willingness to
remove substantially all conditions to both its tender offer and any necessary
follow up merger to deal with shareholders who do not tender. A copy of this
letter is attached.
John C. Morley, Reliance's President and Chief Executive Officer said,
"This letter indicates a willingness to address one of Reliance's principal
concerns about the Rockwell tender offer. However, we have not received a
revised tender offer or merger agreement. The Reliance Board of Directors will
promptly and carefully review the terms of any new legally binding proposal
submitted by Rockwell when received and will consult with its investment
bankers concerning the financial adequacy of the offer. The Board recognizes
its duty to consider carefully all proposals in light of its existing merger
agreement with General Signal, but does not wish to take any action that might
require the payment of $50 million as a break-up fee and $2.5 million in
expense reimbursement under the merger agreement with General Signal."
The Board will report promptly to the Company's shareholders concerning
any such unconditional proposal from Rockwell.
