<PAGE> 1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 2)
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:
<TABLE>
<S> <C>
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
</TABLE>
===============================================================================
<PAGE> 2
This Amendment No. 2 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 4. THE SOLICITATION OR RECOMMENDATION.
Item 4(b) is hereby amended and supplemented by adding thereto the
following:
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.
-1-
<PAGE> 3
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 10, 1994
RELIANCE ELECTRIC COMPANY
By: /s/ John C. Morley
--------------------------
Name: John C. Morley
Title: President and Chief
Executive Officer
