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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT No. 7)
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:
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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(Page 1 of 5 Pages)
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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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
On November 17, 1994, Rockwell entered into a letter agreement with
the Company and General Signal, a copy of which is attached as Exhibit (a)(21)
hereto and is hereby incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(f) On November 17, 1994, Rockwell issued a press release confirming
the execution of the letter agreement referred to in Item 3 above. A copy of
such press release is attached as
(Page 2 of 5 Pages)
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Exhibit (a)(22) hereto and is hereby incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(21) -- Letter agreement dated November 17, 1994 among
Rockwell, the Company and General Signal.
(a)(22) -- Press release issued by Rockwell on November 17, 1994.
(Page 3 of 5 Pages)
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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.
----------------------
William J. Calise, Jr.
Senior Vice President,
General Counsel & Secretary
ROK ACQUISITION CORPORATION
By: William J. Calise, Jr.
----------------------
William J. Calise, Jr.
Secretary
Dated: November 17, 1994
(Page 4 of 5 Pages)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
------- ----------- -----------
<S> <C>
(a)(21) -- Letter agreement dated
November 17, 1994 among
Rockwell, the Company and
General Signal.
(a)(22) -- Press release issued by
Rockwell on November 17, 1994.
</TABLE>
(Page 5 of 5 Pages)
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Exhibit (a)(21)
General Signal Corporation
One High Ridge Park
Stamford, CT 06904
Reliance Electric Company
6065 Parkland Boulevard
Cleveland, OH 44124
November 17, 1994
Gentlemen:
By this letter, you agree with us to amend the Agreement and
Plan of Merger by and between Reliance Electric Company ("Reliance") and
General Signal Corporation ("General Signal") dated as of August 30, 1994 (the
"Merger Agreement") as follows: (i) Reliance shall be entitled, after Rockwell
International Corporation ("Rockwell") has indicated its acceptance of the
terms hereof by executing a copy of this agreement and returning it to us, to
furnish or disclose non-public information to, and negotiate, explore or
otherwise communicate with, Rockwell and its legal and financial advisors
regarding Rockwell's cash tender offer for shares of Reliance or other possible
business combination between Reliance and Rockwell from the time of execution
of this letter agreement until noon Eastern Standard Time on November 21, 1994
("Grace Period Actions") and such Grace Period Actions shall not constitute a
breach of the Merger Agreement or entitle General Signal to terminate the
Merger Agreement pursuant to Section 9.02 thereof or receive any payment
pursuant to Section 9.05 thereof; (ii) in the event that Reliance and Rockwell
come to an arrangement for a business combination between Reliance and Rockwell
on or before noon Eastern Standard Time on November 21, 1994, clause (i) hereof
shall be of no further force and effect and General Signal and Reliance agree
that the Merger Agreement shall be terminated pursuant to Sections 9.02(c) and
(d) thereof, effective upon Reliance's payment by wire transfer in immediately
available funds to the account of General Signal at Chase Manhattan Bank, N.A.,
New York, N.Y., (Account Number: 035-1-78688; ABA Number: 021-000-021) (a) $50
million, (b) $5 million with respect to General Signal's expenses directly
related to the Merger Agreement and the transactions contemplated thereby, and
(c) $150,000 with respect to expenses payable to General Signal by Reliance
pursuant to Section 4.12 of the Merger Agreement and General Signal shall be
entitled to no further payments pursuant to the Merger Agreement; (iii) upon
payment of the amounts specified in clause (ii) and the effectiveness of any
termination of the Merger Agreement pursuant to
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clause (ii) hereof, the mutual release set forth as Annex A hereto shall become
effective; and (iv) if Reliance and Rockwell do not come to an arrangement for
a business combination between Reliance and Rockwell on or before noon Eastern
Standard Time on November 21, 1994 the Merger Agreement shall remain in full
force and effect and no breach or right of termination shall have occurred
thereunder as a result of actions taken in compliance with clause (i) hereof.
In the event that (a) the Merger Agreement is terminated
pursuant to clause (ii) hereof and the arrangement for a business combination
between Reliance and Rockwell is terminated (other than to permit Reliance to
enter into a business combination with a third party) on or prior to April 1,
1995 and not reinstated, and (b) Rockwell has neither purchased shares of
Reliance capital stock pursuant to a tender offer nor otherwise effected a
business combination involving Reliance or its subsidiaries, General Signal and
Reliance within three business days after termination of the arrangement with
Rockwell shall re-execute the Merger Agreement with the new representations and
warranties being made as of the date of such re-execution and on and subject to
the same terms and conditions as if the Merger Agreement had never terminated.
Simultaneously with such re-execution General Signal shall repay to Reliance
$55 million in immediately available funds.
Please indicate your agreement to the foregoing by executing
this letter in the space below.
Very truly yours,
GENERAL SIGNAL CORPORATION
By: /s/ Edgar J. Smith, Jr.
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Name: Edgar J. Smith, Jr.
Title: Vice President,
General Counsel and
Secretary
Accepted and agreed: Accepted and agreed:
RELIANCE ELECTRIC COMPANY ROCKWELL INTERNATIONAL CORPORATION
By: /s/ John C. Morley By: /s/ Charles H. Harff
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Name: John C. Morley Name: Charles H. Harff
Title: President/CEO Title: Senior Vice President
and Special Counsel
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Annex A
MUTUAL RELEASE
WHEREAS, General Signal Corporation, a New York corporation
("General Signal"), and Reliance Electric Company, a Delaware corporation
("Reliance"), are parties to an Agreement and Plan of Merger By and Between
Reliance Electric Company and General Signal Corporation dated August 30, 1994
(the "Merger Agreement"); and
WHEREAS, Rockwell International Corporation, a Delaware
corporation, ("Rockwell") through a wholly-owned subsidiary has commenced a
tender offer to purchase all the outstanding capital stock and related
preferred stock purchase rights of Reliance (the "Tender Offer"); and
WHEREAS, General Signal, Reliance and Rockwell have entered
into a letter agreement (the "Letter Agreement") dated November 16, 1994; and
WHEREAS, General Signal and Reliance wish to resolve any
actual or potential controversies or disputes between them arising out of or
relating to the Merger Agreement if the Merger Agreement is terminated in
accordance with the terms of clause (ii) of the Letter Agreement:
NOW, THEREFORE,
1. In consideration of the release of General Signal by
Reliance and Rockwell contained herein, (i) General Signal for itself, its
predecessors, successors and assigns (ii) does hereby remise, release and
forever discharge and covenant not to sue (iii) Reliance and Rockwell and
each's corporate predecessors, successors, subsidiaries, affiliates, parents
and divisions, as well as the present and former officers, partners, directors,
advisory directors, employees, agents, stockholders, servants, advisers
(including without limitation, financial advisors) and attorneys of the
foregoing and their heirs, executors, administrators, and representatives
(collectively, the "Reliance/Rockwell Releasees"), (iv) of and from all manner
of actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, executions,
rights, claims, and demands whatsoever, in law, in admiralty, or in equity,
whether known or unknown, suspected or unsuspected, (v) which against the
Reliance/Rockwell Releasees, or any of them, General Signal or General Signal's
predecessors, successors, or assigns or any of the present or former officers,
directors, employees, agents, servants, advisers (including without limitation,
financial advisors) or attorneys of the foregoing, or any of their heirs,
executors, administrators, representatives,
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successors or assigns, acting in any capacity, ever had or now has or hereafter
can, shall, or may have, (vi) arising out of or relating to the Merger Agreement
(including without limitation the negotiation, execution, amendment or
termination of the Merger Agreement) or the Tender Offer or the transactions
contemplated thereby (including any claim for tortious interference with the
Merger Agreement or the transactions contemplated thereby), (vii) subject to
the exception provided in Paragraph 3 of this Mutual Release).
2. In consideration of the release of Reliance and Rockwell
by General Signal contained herein, (i) Reliance and Rockwell each for itself,
its predecessors, successors and assigns (ii) does hereby remise, release and
forever discharge and covenant not to sue (iii) General Signal and its
corporate predecessors, successors, subsidiaries, affiliates, parents and
divisions, as well as the present and former officers, partners, directors,
advisory directors, employees, agents, stockholders, servants, advisors
(including, without limitation, financial advisors) and attorneys of the
foregoing and their heirs, executors, administrators, and representatives
(collectively, the "General Signal Releasees"), (iv) of and from all manner of
actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, tresspasses, damages, judgments, executions,
rights, claims, and demands whatsoever, in law, in admiralty, or in equity,
whether known or unknown, suspected or unsuspected, (v) which against the
General Signal Releasees, or any of them, Reliance or Rockwell or each's
predecessors, successors, or assigns or any of the present or former officers,
directors, employees, agents, servants, advisers (including, without
limitation, financial advisors) or attorneys of the foregoing, or any of their
heirs, executors, administrators, representatives, successors or assigns,
acting in any capacity, ever had or now has or hereafter can, shall, or may
have, (vi) arising out of or relating to the Merger Agreement (including
without limitation the negotiation, execution, amendment or termination of the
Merger Agreement) or the Tender Offer (or the transactions contemplated
thereby)
3. Nothing in this Mutual Release shall affect General
Signal's rights or claims to payments from Reliance pursuant to clause (ii) of
the Letter Agreement or the rights of Reliance and General Signal pursuant to
the penultimate paragraph of the Letter Agreement.
4. This Mutual Release shall inure to the benefit of and
shall be binding upon the heirs, executors, administrators and successors of
General Signal, the General Signal Releasees, Reliance and Rockwell and the
Reliance/Rockwell Releasees.
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5. This Mutual Release shall be governed and construed in
accordance with the substantive law of the State of New York without regard to
principles of choice or conflict of laws.
6. The person who enters into and executes this Mutual
Release on behalf of General Signal warrants and represents that he or she has
been duly authorized by General Signal to do so. The person who enters into
and executes this Mutual Release on behalf of Reliance warrants and represents
that he or she has been duly authorized by Reliance to do so. The person who
enters into and executes this Mutual Release on behalf of Rockwell warrants and
represents that he or she has been duly authorized by Rockwell to do so.
7. This Mutual Release may be modified only by a writing
signed by the Releasees.
8. This Mutual Release shall only be effective after the
Merger Agreement has been terminated in accordance with the terms of clause
(iii) of the Letter Agreement.
IN WITNESS WHEREOF, General Signal, Reliance and Rockwell have
executed this Mutual Release by their duly authorized officers as of the 16th
day of November 1994.
GENERAL SIGNAL CORPORATION RELIANCE ELECTRIC COMPANY
By: /s/ Edgar J. Smith, Jr. By: /s/ John C. Morley
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Name: Edgar J. Smith, Jr. Name: John C. Morley
Title: Vice President, Title: President/CEO
General Counsel
and Secretary
ROCKWELL INTERNATIONAL CORPORATION
By: /s/ Charles H. Harff
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Name: Charles H. Harff
Title: Senior Vice President
and Special Counsel
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Exhibit (a)(22)
[ROCKWELL INTERNATIONAL CORPORATION LETTERHEAD]
Contact:
Mary Lou Kromer
(310) 797-5819
ROCKWELL AND RELIANCE ELECTRIC TO HOLD DISCUSSIONS ON ROCKWELL'S $30
PER SHARE OFFER
SEAL BEACH, Calif. (November 17, 1994) -- Rockwell International Corporation
(NYSE: ROK) confirmed today that it has entered into a letter agreement with
Reliance Electric Company and General Signal Corporation, pursuant to which
Rockwell and Reliance may hold discussions until noon on Monday, November 21,
with respect to a possible business combination between Rockwell and Reliance.
In the event Rockwell and Reliance reach an agreement by noon on Monday, the
merger agreement between Reliance and General Signal will be terminated upon
the payment to General Signal by Reliance of a fee of $50 million plus an
additional $5.15 million in expenses.
Donald R. Beall, Chairman and Chief Executive Officer of Rockwell, said,
"We are pleased that Reliance is now ready to commence discussions with us on
our $30 per share offer. As we said, our very fair and full-priced offer is in
the best interests of Reliance and its shareowners. We hope that we can reach
agreement with Reliance quickly so that there will be a minimum of delay in
Reliance's shareowners receiving $30 in cash for each of their shares."
Rockwell 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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