-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 14D-1
(AMENDMENT No. 10)
AND
SCHEDULE 13D
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
(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:
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
- ---------------------------------------------------------------------------
(Continued on following pages)
(Page 1 of 7 Pages)
<PAGE>
CUSIP NO. 759458102 14D-1
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATIONS NO. OF ABOVE PERSONS
ROCKWELL INTERNATIONAL CORPORATION
- ---------------------------------------------------------------------------
2 CHECK TO APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[_]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) OR 2(f) [_]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ---------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
INDIRECTLY THROUGH ROK ACQUISITION CORPORATION, ITS WHOLLY-OWNED
SUBSIDIARY: 31,785,565 SHARES OF CLASS A COMMON STOCK (INCLUDING
APPROXIMATELY 1,414,546 SHARES SUBJECT TO GUARANTEE OF DELIVERY)
- ---------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES* [_]
- ---------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
89% OF CLASS A COMMON STOCK
- ---------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON*
CO
(Page 2 of 7 Pages)
<PAGE>
CUSIP NO. 759458102 14D-1
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ROK ACQUISITION CORPORATION
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[_]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) OR 2(f) [_]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ---------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
DIRECTLY: 31,785,565 SHARES OF CLASS A COMMON STOCK (INCLUDING
APPROXIMATELY 1,414,546 SHARES SUBJECT TO GUARANTEE OF DELIVERY)
- ---------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES* [_]
- ---------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
89% OF CLASS A COMMON STOCK
- ---------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON*
CO
(Page 3 of 7 Pages)
<PAGE>
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"), at a
purchase price of $31 per Class A Share, 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 at a
purchase price of $31 per Class B Share, 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 at a
purchase price of $83.948 per Class C Share, 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"), which was annexed to and filed with the Schedule 14D-
1 as Exhibit (a)(1), as amended and supplemented by the Supplement thereto,
dated November 22, 1994 (the "Supplement"), and the related revised Letters
of Transmittal (which together constitute the "Offer"), which were annexed
to and filed with Amendment No. 9 to the Schedule 14D-1 as Exhibits (a)(25)
to (a)(28). Only the Class A Shares 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 Supplement, the Offer to Purchase and the
Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The Offer by the Purchaser for all outstanding Shares expired
at 12:00 midnight, New York City time, on Tuesday, December 6, 1994. Based
on information provided by the Depositary, a total of 31,639,261 Class A
Shares (including approximately 1,414,546 Class A Shares subject to
guarantee of delivery), 146,304 Class B Shares and no Class C Shares were
validly tendered and not properly withdrawn pursuant to the
Offer and were accepted for payment by the Purchaser. Upon purchase of all
such tendered Shares, the Purchaser will own approximately 89% of the
outstanding Class A Shares, 21% of the outstanding Class B Shares, 63% of
the Company's outstanding common stock on a fully-diluted basis and 89% of
the Company's outstanding voting common stock.
(Page 4 of 7 Pages)
<PAGE>
The Rockwell Merger Agreement provides that, if required to
consummate the Rockwell Merger, the Company will hold a special meeting of
stockholders of the Company as soon as practicable to consider and vote
upon the Rockwell Merger Agreement and the transactions contemplated
thereby (the "Merger Proposal"). At such meeting, subject to the terms and
conditions of the Rockwell Merger Agreement, Rockwell and the Purchaser
would vote all voting Shares held by them in favor of the Merger Proposal.
The Rockwell Merger would be consummated as soon as practicable after such
meeting. However, pursuant to the Rockwell Merger Agreement, in the event
that Rockwell, the Purchaser or any other subsidiary of Rockwell acquires
at least 90% of the outstanding Class A Shares, 90% of the outstanding
Class B Shares and 90% of the outstanding Class C Shares, Rockwell and the
Purchaser may cause the Rockwell Merger to become effective as soon as
practicable without a meeting of stockholders of the Company in accordance
with Section 253 of the Delaware Law. Rockwell intends to determine the
feasibility of acquiring such percentages of Shares, whether through
private purchases or otherwise, to enable it to cause the Rockwell Merger
to become effective without a meeting of stockholders of the Company. If
such acquisitions are feasible, Rockwell may make such acquisitions, in
which case a special meeting of the Company's stockholders would not be
held.
As a result of the Rockwell Merger the Company will become a
wholly-owned subsidiary of Rockwell and each outstanding Share (other than
Shares held by Rockwell, the Purchaser, any subsidiary of Rockwell or the
Purchaser, in the treasury of the Company or by any subsidiary of the
Company, which Shares shall be cancelled and retired and shall cease to
exist with no payment being made with respect thereto, and other than
Shares as to which stockholders shall have properly asserted appraisal
rights under the Delaware Law) shall be converted into the right to receive
$31 in cash, in the case of Class A Shares and Class B Shares, and $83.948
in cash, in the case of Class C Shares.
The consummation of the Offer was publicly announced in a press
release issued by Rockwell on December 7, 1994, a copy of which is attached
as Exhibit (a)(36) hereto and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(36) -- Press release issued by Rockwell on December 7, 1994
(Page 5 of 7 Pages)
<PAGE>
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.
----------------------
William J. Calise, Jr.
Senior Vice President,
General Counsel & Secretary
ROK ACQUISITION CORPORATION
By: William J. Calise, Jr.
----------------------
William J. Calise, Jr.
Secretary
Dated: December 7, 1994
(Page 6 of 7 Pages)
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
- ------- ----------- -----------
(a)(36) -- Press release issued by Rockwell
on December 7, 1994
(Page 7 of 7 Pages)
Exhibit (a)(36)
[Rockwell International Corporation Letterhead]
Contact: Mary Lou Kromer
(310) 797-5819
Bill Blanning
(310) 797-5819
Rockwell Successfully Completes Cash Tender Offer for
Reliance Electric
SEAL BEACH, Calif. (December 7, 1994) -- Rockwell International Corporation
(NYSE:ROK) announced today that it has successfully completed its cash
tender offer for Reliance Electric (NYSE:REE), clearing the way for a
combined enterprise that will enhance Rockwell's position as a world leader
in the automation business.
Rockwell's cash offer for all outstanding shares of Common Stock of
Reliance expired, as scheduled, at 12:00 midnight, New York City time, on
Tuesday, December 6, 1994. Rockwell has accepted for purchase all shares
validly tendered and not properly withdrawn prior to expiration of the
offer.
"The combination of these two top-flight organizations -- Rockwell's
Allen-Bradley factory automation business and Reliance -- puts us squarely
in the position of being a first-tier global industrial automation player,"
said Donald R. Beall, Rockwell's chairman and chief executive officer.
"We're extremely excited by the opportunity to combine two businesses
considered world leaders in factory controls and electric motors and drives
into a single entity providing our customers an extensive range of
automation products and services.
"The acquisition also increases our commercial and international
sales, which will comprise 70% of our total sales."
Beall added: "The Reliance acquisition furthers the change in
composition of Rockwell and fits perfectly into our long-term corporate
strategy to enhance our position as a high technology leader in global
growth markets. With the addition of Reliance, the share of our annual
company sales coming from Rockwell's electronic businesses will exceed 55
percent."
Rockwell reported that, based on preliminary information, as of the
expiration of the offer approximately 31,639,261 shares of Reliance Class A
Common Stock and 146,304 shares of Reliance Class B Common Stock were
tendered (including approximately 1,414,546 shares of Reliance Class A
Common Stock subject to guarantee of delivery) and accepted for payment at
a price of $31 per share. No shares of Reliance Class C Common Stock were
tendered.
The acceptance of these shares in the tender offer results in
Rockwell's ownership of approximately 63% of Reliance's outstanding Common
Stock on a fully diluted basis and approximately 89% of the outstanding
voting stock of Reliance.
<PAGE>
Rockwell intends to complete a merger of its subsidiary and Reliance
as soon as practicable. In the merger, each Reliance share not previously
purchased in the tender offer will be converted into the right to receive
$31 in cash, in the case of Class A Common Stock and Class B Common Stock,
and $83.948 in cash, in the case of Class C Common Stock.
Rockwell is a diversified, high-technology company with leadership
market positions in automation, avionics, aerospace, defense electronics,
telecommunications, automotive components and graphic systems, with annual
worldwide sales of approximately $12.6 billion including Reliance.
# # #
