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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
RAYTHEON COMPANY
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.<PAGE>
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(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A<PAGE>
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__________________________________________________________________________
RAYTHEON
______________________________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held September 20, 1995
A Special Meeting of Stockholders of Raytheon Company will be held at
Raytheon's Executive Offices, 141 Spring Street, Lexington, Massachusetts
02173, at 10:00 a.m. on Wednesday, September 20, 1995 for the following
purposes:
To consider and vote upon a proposal to approve an amendment to the
Company's Restated Certificate of Incorporation increasing the number of
authorized shares of Common Stock, par value $1.00 per share, from
200,000,000 to 400,000,000 to allow the Company to issue additional shares
from time to time for stock splits, stock dividends and other corporate
purposes.
Stockholders of record at the close of business on August 11, 1995 are
entitled to notice of and to vote at the meeting.
Please sign your proxy and return it in the enclosed, postage-paid envelope
so that you may be represented at the meeting. If you attend the meeting
and wish to vote by ballot, your proxy will be canceled.
By order of the Board of Directors,
CHRISTOPH L. HOFFMANN
Secretary
Lexington, Massachusetts 02173
August 21, 1995<PAGE>
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RAYTHEON COMPANY
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
To Be Held September 20, 1995
This Proxy Statement and the enclosed proxy are being furnished in
connection with the solicitation of proxies by the Board of Directors of
Raytheon Company (the "Company") from holders of the Company's common
stock, par value $1.00 per share ("Common Stock"), for use at a Special
Meeting of Stockholders to be held September 20, 1995, and at any
adjournment thereof, for the purposes set forth in the accompanying notice.
The Company will bear all costs relating to the solicitation of proxies
from its stockholders. In addition to soliciting proxies by mail, the
Company's officers and employees, without receiving additional
compensation, may solicit proxies by telephone, by telegram or in person.
The Company will reimburse brokerage firms and other custodians, nominees
and fiduciaries for reasonable out-of-pocket expenses incurred by them in
sending the proxy materials to beneficial owners of Common Stock.
This Proxy Statement is first being sent to stockholders on or about
August 21, 1995.
All shares of Common Stock represented by properly signed and dated
proxies received by the Company prior to the meeting will, unless such
proxies have been revoked, be voted in accordance with the instructions on
such proxies. If no instruction is indicated, the shares will be voted FOR
the proposal to approve an amendment to the Company's Restated Certificate
of Incorporation and, in the discretion of the persons named in the proxy,
on such other matters as may properly come before the meeting. Any
stockholder who has given a proxy may revoke such proxy at any time before
it is voted at the Special Meeting by delivering to the Secretary written
notice of revocation or a duly executed proxy bearing a later date or by
attending the meeting and voting in person.
If a stockholder is a participant in the Company's Stock Ownership Plan
or Savings and Investment Plan, the proxy will represent the number of
shares allocated to the participant's account under the plan(s). For those
shares held in the plans, the proxy will serve as a direction to the plan
trustee as to how the shares are to be voted.
All votes, whether by proxy or ballot, will be tabulated by an
independent business entity, which will not disclose the vote of any
stockholder except as is (i) required by law, (ii) necessary in connection
with a judicial or regulatory action or proceeding, (iii) necessary in
connection with a contested proxy or consent solicitation, or (iv)
requested by the stockholder casting such vote. Any comment written on a
proxy card will be provided to the Secretary without disclosing the
stockholder's vote unless necessary to an understanding of the comment.
Abstentions and broker non-votes will be tabulated in determining the
presence of a quorum but will have the same effect as votes against with
respect to the proposal to approve an amendment to the Company's Restated<PAGE>
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Certificate of Incorporation.
VOTING SECURITIES
The record date for the determination of stockholders entitled to notice
of and to vote at the meeting is the close of business on August 11, 1995,
at which time the Company had issued and outstanding 121,664,242 shares of
Common Stock. Each share is entitled to one vote with respect to all
matters which may be properly submitted to a vote of stockholders at the
Special Meeting.
PROPOSAL
AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
On June 28, 1995 the Board of Directors adopted, subject to stockholder
approval, an amendment (the "Amendment") to the Company's Restated
Certificate of Incorporation to increase the authorized number of shares of
Common Stock, par value $1.00 per share, by 200 million shares from 200
million to 400 million shares. The authorized number of shares of
Preferred Stock remains 3 million. Accordingly, the aggregate number of
shares of capital stock (including both Common and Preferred) authorized
under the Amendment would increase from 203 million to 403 million.
As noted above, at August 11, 1995 there were 121,664,242 shares of the
Company's Common Stock outstanding. At that date, after giving effect to
26,213,345 shares reserved for issuance under the Company's stock and
options plans, the Company had 52,122,413 shares of Common Stock available
for issuance.
The additional Common Stock to be authorized by adoption of the
Amendment would have rights identical to the currently outstanding Common
Stock of the Company. Approval of the Amendment by the stockholders and
issuance of the Common Stock would not affect the rights of the holders of
currently outstanding Common Stock of the Company, except for effects
incidental to increasing the number of shares of the Company's Common Stock
outstanding, including a dilutive effect on present stockholders if and
when such shares were issued. In addition, the increase in the authorized
but unissued Common Stock could have the effect of making it more difficult
for a third party to acquire or of discouraging a third party from
acquiring a majority of the outstanding voting stock of the Company.
If the Amendment is adopted, it will become effective upon filing a
Certificate of Amendment to the Company's Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware.
Presently, the Board of Directors has no agreement, understanding or
plan to issue additional shares of Common Stock. If the proposed amendment
is adopted, the additional shares would be available for issuance from time
to time, without further stockholder approval, for stock splits, stock<PAGE>
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dividends and other corporate purposes.
Board of Directors Recommendation
The Board of Directors recommends a vote FOR approval of the adoption of
the following amendment to the Company's Restated Certificate of
Incorporation:
RESOLVED: that the first paragraph of Article Fourth of the Company's
Restated Certificate of Incorporation be, and it hereby is, amended in
its entirety to be and read as follows:
"Fourth: The total number of shares of stock of all classes which the
Corporation shall have the authority to issue is 403,000,000 shares. Of
such shares, 400,000,000 shall be Common Stock, $1.00 par value, and
3,000,000 shares shall be Serial Preferred Stock without par value."
The affirmative vote of the holders of a majority of the shares of
Common Stock outstanding at the record date is required for such approval.
SECURITY OWNERSHIP
Directors and Executive Officers
As of July 2, 1995, each director and the directors and all executive
officers as a group were the beneficial owners (as defined by the
Securities and Exchange Commission) of the number of shares of Common Stock
indicated below:
Number of Shares
and Nature of
Name Beneficial Ownership Percent of Class
Charles F. Adams 625,741(1) *
Francis H. Burr 2,000 *
Ferdinand Colloredo-Mansfeld 3,000 *
Theodore L. Eliot, Jr. 1,000 (1) *
Barbara B. Hauptfuhrer 1,000 (2) *
Richard D. Hill 3,319 *
L. Dennis Kozlowski 0 *
James N. Land, Jr. 3,000 *
A. Lowell Lawson 20,000 (3) *
Thomas L. Phillips 114,424 *
Dennis J. Picard 338,558 (4) *
Warren B. Rudman 200 (5) *
Joseph J. Sisco 1,233 *
Alfred M. Zeien 1,000 *
All directors and executive
officers as a group, (30 in
number, including those<PAGE>
PAGE 7
listed above). 1,764,312 (6,7) 1.4%
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* Less than one percent of the class
(1) All shares held in trust; voting and investment power is shared.
(2) Excludes shares held by various mutual funds of the Vanguard Group
of Investment Companies. As a director of Vanguard, Mrs. Hauptfuhrer shares
voting and investment power in these shares with other Vanguard directors.
Mrs. Hauptfuhrer disclaims beneficial ownership of all such shares.
(3) Includes 20,000 restricted shares over which Mr. Lawson has voting
but no investment power.
(4) Includes 158,210 shares as to which Mr. Picard has the right to
acquire beneficial ownership within sixty days of July 2, 1995, 326 shares
held in the Raytheon Stock Ownership Plan and 100,002 restricted shares, as
to which restrictions have not lapsed, over which he has voting but no
investment power.
(5) Excludes shares held by any of the mutual funds of Dreyfus
Corporation. As a director of several funds managed by Dreyfus Corporation,
Mr. Rudman shares voting and investment power in the shares held by such
funds with the other directors of those funds and with the directors of
Dreyfus Corporation. Mr. Rudman disclaims beneficial ownership of all such
shares.
(6) Share ownership includes, in the case of certain officers, a minor
number of shares held by trusts or family members as to which beneficial
ownership is disclaimed.
(7) Includes 587,200 shares as to which individual members of the
group have the right to acquire beneficial ownership within sixty days of
July 2, 1995 and 2,986 shares held in the Raytheon Stock Ownership Plan.
STOCKHOLDER NOMINATIONS AND PROPOSALS
Stockholder nominations and proposals for inclusion in the proxy
materials relating to the 1996 Annual Meeting of Stockholders must be
received by the Secretary at the Company's Executive Offices, 141 Spring
Street, Lexington, Massachusetts 02173 no later than December 20, 1995.
By Order of the Board of Directors,
/s/ Christoph L. Hoffmann
Christoph L. Hoffmann
Secretary
Lexington, Massachusetts
August 21, 1995<PAGE>
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FRONT SIDE OF PROXY CARD
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RAYTHEON
----------------------
Lexington MA 02l73
PROXY
--------------------------------
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints Dennis J. Picard, Christoph L. Hoffmann
and Peter R. D'Angelo, or any one or more of them with full power of
substitution, as proxy or proxies for the undersigned, to vote all shares
of stock of the undersigned in Raytheon Company, with all the powers the
undersigned would have if personally present, at the Special Meeting of
Stockholders of Raytheon Company to be held at the Executive Offices of the
Company, Lexington, Massachusetts, at 10:00 A.M., Wednesday, September 20,
1995, and at any and all adjournments thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted FOR Item 1.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD USING THE ENCLOSED ENVELOPE.
Please sign this card exactly as your name appears hereon. When shares
are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by President,
or other authorized officer. If a partnership, please sign in partnership
name by authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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REVERSE SIDE OF PROXY CARD
To approve an amendment to the Company's Restated Certificate of
Incorporation increasing the number of authorized Common Stock, par value
$1.00 per share, from 200,000,000 to 400,000,000 shares.
For / / Withhold / / Abstain / /
Date-----------------------------
--------------------------------- ----------------------------
Shareholder sign here Co-owner sign here<PAGE>
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FRONT SIDE OF PROXY CARD
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RAYTHEON
--------------------------------
Lexington MA 02l73
PROXY
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STOCK OWNERSHIP PLANS
SAVINGS AND INVESTMENT PLANS
This Direction is Solicited on Behalf of the Board of Directors.
The undersigned hereby directs Fidelity Management Trust Company,
Trustee of the Raytheon Stock Ownership Plan ("SOP") and the Savings and
Investment Plan ("SIP"), to vote all shares of Raytheon Common Stock of the
undersigned in the SOP and/or in the Common Stock Fund of the SIP at a
Special Meeting of Stockholders of Raytheon Company to be held at the
Executive Offices of the Company, Lexington, Massachusetts, at 10:00 A.M.,
Wednesday, September 20, 1995, and at any and all adjournments thereof.
This voting direction when properly executed will be voted in the manner
directed herein by the undersigned SOP/SIP Participant. If no direction is
made, this direction will be voted FOR Item 1.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD USING THE ENCLOSED ENVELOPE.
Please sign this card exactly as your name appears hereon. When signing
as attorney, as executor, administrator, trustee or guardian, please give
full title as such.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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REVERSE SIDE OF PROXY CARD
To approve an amendment to the Company's Restated Certificate of
Incorporation increasing the number of authorized Common Stock, par value
$1.00 per share, from 200,000,000 to 400,000,000 shares.
For / / Withhold / / Abstain / /
Date------------------------------
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Shareholder sign here<PAGE>
PAGE 11<PAGE>
