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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT No. 6)
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)
<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"), 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 16, 1994, Rockwell sent a letter to the Company, a copy of
which is attached as Exhibit(a)(19) hereto and is hereby incorporated
herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(f) On November 16, 1994, Rockwell issued a press release announcing
the transmittal of the letter from Rockwell to the Company referred to in
Item 3 above. A copy of such press release is attached as Exhibit (a)(20)
hereto and is hereby
(Page 2 of 5 Pages)
<PAGE>
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)(19) -- Letter dated November 16, 1994 from
Rockwell to the Company.
(a)(20) -- Press release issued by Rockwell on
November 16, 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.
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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 16, 1994
(Page 4 of 5 Pages)
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
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(a)(19) -- Letter dated November 16, 1994
from Rockwell to the Company.
(a)(20) -- Press release issued by
Rockwell on November 16, 1994.
(Page 5 of 5 Pages)
Exhibit (a)(19)
[ROCKWELL INTERNATIONAL CORPORATION LETTERHEAD]
November 16, 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:
In response to your stated commitment to respond promptly to any revised
proposal with respect to Rockwell's $30 per share all-cash tender offer for
all Reliance shares, we are this afternoon delivering a copy of this letter
together with a revised proposed merger agreement to your counsel. The
revised merger agreement would provide for Reliance's removal of its poison
pill and waiver of Section 203 of the Delaware General Corporation Law, and
would eliminate all other conditions to our offer except for the tender of
a majority of the Reliance Class A shares (on a fully diluted basis), the
absence of an injunction or legal prohibition, the termination of our
merger agreement or the termination of the offer by mutual agreement with
you. We are prepared to sign this revised merger agreement now.
As an alternative, as stated in my letter last week, we remain prepared to
proceed without a merger agreement. Thus, if Reliance will announce now
that it will redeem its poison pill and satisfy Section 203 of the Delaware
General Corporation Law just prior to the expiration of our offer, we will
amend our offer to remove all the other conditions, except the tender of a
majority of the Reliance Class A shares (on a fully diluted basis) and the
absence of an injunction or legal prohibition. Rockwell will also commit
to effect a second-step merger as soon as possible following consummation
of the offer at the same price as paid in the offer.
As you know, we believe that our offer and the combination of Allen-Bradley
and Reliance are clearly in the best interests of Reliance, its shareowners
and its other constituencies. We urge you to act promptly either to enter
into a definitive merger agreement with us or to take the actions outlined
above in order to permit us to consummate the offer without a merger
agreement.
I look forward to hearing from you.
Sincerely,
/s/ Donald R. Beall
Donald R. Beall
Exhibit (a)(20)
[ROCKWELL INTERNATIONAL CORPORATION LETTERHEAD]
Contact:
Mary Lou Kromer
(310) 797-5819
ROCKWELL AGAIN CONFIRMS COMMITMENT TO ACQUIRE RELIANCE ELECTRIC
SEAL BEACH, Calif. (November 16, 1994)--Rockwell International Corporation
(NYSE:ROK) stated that it had delivered today the following letter to
Reliance Electric Company together with a revised proposed merger
agreement:
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:
In response to your stated commitment to respond promptly to any revised
proposal with respect to Rockwell's $30 per share all-cash tender offer for
all Reliance shares, we are this afternoon delivering a copy of this letter
together with a revised proposed merger agreement to your counsel. The
revised merger agreement would provide for Reliance's removal of its poison
pill and waiver of Section 203 of the Delaware General Corporation Law, and
would eliminate all other conditions to our offer except for the tender of
a majority of the Reliance Class A shares (on a fully diluted basis), the
absence of an injunction or legal prohibition, the termination of our
merger agreement or the termination of the offer by mutual agreement with
you. We are prepared to sign this revised merger agreement now.
<PAGE>
Page 2
As an alternative, as stated in my letter last week, we remain prepared to
proceed without a merger agreement. Thus, if Reliance will announce now
that it will redeem its poison pill and satisfy Section 203 of the Delaware
General Corporation Law just prior to the expiration of our offer, we will
amend our offer to remove all the other conditions, except the tender of a
majority of the Reliance Class A shares (on a fully diluted basis) and the
absence of an injunction or legal prohibition. Rockwell also will commit
to effect a second-step merger as soon as possible following consummation
of the offer at the same price as paid in the offer.
As you know, we believe that our offer and the combination of Allen-Bradley
and Reliance are clearly in the best interests of Reliance, its shareowners
and its other constituencies. We urge you to act promptly either to enter
into a definitive merger agreement with us or to take the actions outlined
above in order to permit us to consummate the offer without a merger
agreement.
I look forward to hearing from you.
Sincerely,
/s/ Donald R. Beall
Donald R. Beall
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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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