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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
Tender Offer Statement Pursuant To Section
14(d)(1) of the Securities Exchange Act of 1934
RELIANCE ELECTRIC COMPANY
(NAME OF SUBJECT COMPANY)
ROCKWELL INTERNATIONAL CORPORATION
ROK ACQUISITION CORPORATION
(BIDDER)
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 J. Calise, Jr., Esq.
Senior Vice President, General Counsel & Secretary
Rockwell International Corporation
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3123
(412) 565-2905
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
Copies to:
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Martin Lipton, Esq. Peter R. Kolyer, Esq.
Wachtell, Lipton, Rosen & Katz Chadbourne & Parke
51 West 52nd Street 30 Rockefeller Plaza
New York, New York 10019 New York, New York 10112
(212) 403-1000 (212) 408-5100
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This Statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission (the
"Commission") on October 21, 1994, as previously amended and supplemented (the
"Schedule 14D-1"), by Rockwell International Corporation, a Delaware
corporation ("Rockwell"), and ROK Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Rockwell (the "Purchaser"), and
relates to a tender offer to purchase (i) all of the outstanding shares of
Class A Common Stock, par value $.01 per share (the "Class A Shares"), of
Reliance Electric Company, a Delaware corporation (the "Company"), and the
associated Series A preferred stock purchase rights (the "Class A Rights")
issued pursuant to the Rights Agreement (as defined in the Offer to Purchase)
at a purchase price of $30.00 per Class A Share (and associated Class A Right),
net to the seller in cash, without interest thereon, (ii) all of the
outstanding shares of Class B Common Stock, par value $.01 per share (the
"Class B Shares"), of the Company and the associated Series B preferred stock
purchase rights (the "Class B Rights") issued pursuant to the Rights Agreement
at a purchase price of $30.00 per Class B Share (and associated Class B Right),
net to the seller in cash, without interest thereon and (iii) all of the
outstanding shares of Class C Common Stock, par value $.01 per share (the
"Class C Shares"), of the Company and the associated Series C preferred stock
purchase rights (the "Class C Rights") issued pursuant to the Rights Agreement
at a purchase price of $81.24 per Class C Share (and associated Class C Right),
net to the seller in cash, without interest thereon, in each case upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
October 21, 1994 (the "Offer to Purchase") and the related Letters of
Transmittal (which together constitute the "Offer"), which were annexed to and
filed with the Schedule 14D-1 as Exhibits (a)(1) to (a)(4). Only the Class A
Shares and the Class A Rights are registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended.
Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Offer to Purchase and the Schedule 14D-1.
ITEM 2. IDENTITY AND BACKGROUND.
On November 2, 1994, Charles H. Harff was elected Senior Vice President
and Special Counsel of Rockwell, William J. Calise, Jr. was elected Senior Vice
President, General Counsel and Secretary of Rockwell and John R. Stocker was
elected Vice President-Law of Rockwell. Each such person is an executive
officer of Rockwell.
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Each of Mr. Harff's and Mr. Calise's business address is 625 Liberty
Avenue, Pittsburgh, Pennsylvania 15222-3123 and Mr. Stocker's business address
is 2201 Seal Beach Boulevard, Seal Beach, California 90740-8250. Each such
person is a United States citizen. Prior to November 2, 1994 (and for the five
years prior to the Offer), Mr. Harff was Senior Vice President, General Counsel
and Secretary of Rockwell, Mr. Calise was a partner of the law firm of
Chadbourne & Parke in New York and Mr. Stocker was Vice President and Associate
General Counsel of Rockwell.
To the best knowledge of Rockwell and the Purchaser, none of such
persons, since the date which is five years prior to the Offer, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws. The information set
forth in Section 9 of the Offer to Purchase with respect to the persons listed
in Schedule I to the Offer to Purchase is also applicable to each such person.
John J. Creedon, a director of Rockwell, is also a director of
Metropolitan Life Insurance Company.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
WITH THE SUBJECT COMPANY.
On November 7, 1994, Rockwell sent a letter to the Company, a copy of
which is attached hereto as Exhibit (a)(13) and is hereby incorporated herein
by reference.
ITEM 10. ADDITIONAL INFORMATION.
(b)-(c), (f) The 15-calendar-day waiting period applicable to the
Offer and the Proposed Rockwell Merger under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), has expired without the
Federal Trade Commission or the Antitrust Division of the Department of Justice
requesting additional information or documentary material from the Purchaser.
Such expiration was a condition to the Offer, and such condition has now been
satisfied.
On November 7, 1994, Rockwell issued a press release, among other
things, announcing the expiration of the waiting period under the HSR Act with
respect to the Offer and the Proposed Rockwell Merger and the transmittal of
the letter from Rockwell to the Company referred to in Item 3 above. A copy of
such press
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release is attached as Exhibit (a)(14) hereto and is hereby incorporated herein
by reference and the foregoing description of such press release is qualified
in its entirety by reference to such exhibit.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(13) -- Letter dated November 7, 1994 from Rockwell to the Company.
(a)(14) -- Press release issued by Rockwell on November 7, 1994.
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SIGNATURE
After due 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.
ROCKWELL INTERNATIONAL CORPORATION
By: William J. Calise, Jr.
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William J. Calise, Jr.
Senior Vice President,
General Counsel & Secretary
ROK ACQUISITION CORPORATION
By: William J. Calise, Jr.
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William J. Calise, Jr.
Secretary
Dated: November 7, 1994
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EXHIBIT INDEX
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EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
- ------- ----------- -----------
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(a)(13) -- Letter dated November 7, 1994 from
Rockwell to the Company.
(a)(14) -- Press release issued by Rockwell
on November 7, 1994.
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Exhibit (a)(13)
ROCKWELL INTERNATIONAL CORPORATION LETTERHEAD
November 7, 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:
The Antitrust Division of the Department of Justice has not made a
Hart-Scott-Rodino Act second request. Thus it is clear that there are no
uncertainties with respect to our offer to buy all of Reliance's outstanding
shares at $30 per share in cash (or an equivalent price for Class C shares).
This morning we are delivering a copy of this letter together with a proposed
merger agreement to your counsel. We are prepared to sign this merger
agreement now. We recognize the $50 million break-up fee payable by Reliance
to General Signal and suggest that you arrange with them for its payment and
the termination of your agreement with them concurrently with the signing of
the agreement with us.
The combination of Allen-Bradley and Reliance has powerful strategic
significance in creating an organization that will compete effectively with
formidable European and Japanese competitors in addressing the global
automation markets.
From our discussions with you, John, and your key people the many advantages to
customers and employees of putting our fine companies together are clearly
evident. We are totally committed to acquiring Reliance. We hope you will
cooperate with us promptly, for doing so will clearly serve the best interests
of the Reliance shareowners, customers and employees. I look forward to hearing
from you today.
Sincerely,
/s/ Donald R. Beall
Donald R. Beall
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Exhibit (a)(14)
ROCKWELL INTERNATIONAL CORPORATION LETTERHEAD
Contact: Mary Lou Kromer
310-797-5819
ROCKWELL CONFIRMS ANTITRUST CLEARANCE FOR RELIANCE ACQUISITION
SEAL BEACH, Calif. (November 7, 1994) -- Rockwell International Corporation
(NYSE:ROK) confirmed today that there are no remaining U.S. regulatory
antitrust approvals required for the completion of its $30 per share cash
tender offer for all outstanding stock of Reliance Electric Company.
Donald R. Beall, Chairman and Chief Executive Officer of
Rockwell, said: "We intend to acquire Reliance and are prepared to enter into
a merger agreement immediately. The Reliance shareowners, customers and
employees will be best served if Reliance promptly supports our very fair and
full cash offer."
"There are now no conditions or uncertainties in our offer
that Reliance cannot resolve," Beall added. "We urge the Reliance Board to
redeem its poison pill and to work with us promptly to complete our
acquisition."
Rockwell advised that it had today delivered the following
letter to Reliance:
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November 7, 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:
The Antitrust Division of the Department of Justice has not made a
Hart-Scott-Rodino Act second request. Thus it is clear that there are
no uncertainties with respect to our offer to buy all of Reliance's
outstanding shares at $30 per share in cash (or an equivalent price
for Class C shares).
This morning we are delivering a copy of this letter together with a
proposed merger agreement to your counsel. We are prepared to sign
this merger agreement now. We recognize the $50 million break-up fee
payable by Reliance to General Signal and suggest that you arrange
with them for its payment and the termination of your agreement with
them concurrently with the signing of the agreement with us.
The combination of Allen-Bradley and Reliance has powerful strategic
significance in creating an organization that will compete effectively
with formidable European and Japanese competitors in addressing the
global automation markets.
From our discussions with you, John, and your key people the many
advantages to customers and employees of putting our fine companies
together are clearly evident. We are totally committed to acquiring
Reliance. We hope you will cooperate with us promptly, for doing so
will clearly serve the best interests of the Reliance shareowners,
customers and employees. I look forward to hearing from you today.
Sincerely,
/signed/
Donald R. Beall
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Rockwell International is a diversified, high-technology company
holding leadership market positions in automation, avionics, aerospace, defense
electronics, telecommunications, automotive components and graphic systems,
with annual worldwide sales of $11 billion.
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