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PRELIMINARY PROXY
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RAYTHEON
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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
500,000,000 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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PRELIMINARY PROXY
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 Certificate of Incorporation.<PAGE>
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PRELIMINARY PROXY
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 ---------- 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 300 million shares from 200 million to 500
million shares. The authorized number of shares of Preferred Stock remains at
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 503 million.
As noted above, at August 11, 1995 there were ---------- shares of the
Company's Common Stock outstanding. At that date, after giving effect to
- ---------- shares reserved for issuance under the Company's stock and options
plans, the Company had ---------- 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 dividends
and other corporate purposes.
Board of Directors Recommendation<PAGE>
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PRELIMINARY PROXY
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 503,000,000
shares. Of such shares, 500,000,000 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:
Name Number of Shares
and Nature of
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
listed above). 1,764,312(6,7) 1.4%
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* Less than one percent of the class<PAGE>
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PRELIMINARY PROXY
(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,
Christoph L. Hoffmann
Secretary
Lexington, Massachusetts
August 21, 1995<PAGE>
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FRONT SIDE OF PROXY CARD
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RAYTHEON
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Lexington MA 02l73
PROXY
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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
1. 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 500,000,000 shares.
For / / Withhold / / Abstain / /
Date-----------------------------
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Shareholder sign here Co-owner sign here<PAGE>
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FRONT SIDE OF PROXY CARD
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RAYTHEON
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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
1. 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 500,000,000 shares.
For / / Withhold / / Abstain / /
Date------------------------------
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Shareholder sign here<PAGE>
