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_______________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 1)
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
_______________________________________________________
(Page 1 of 5 Pages)
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This Statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange
Commission (the "Commission") on October 21, 1994 by Rockwell International
Corporation, a Delaware corporation ("Rockwell"), and ROK Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of Rockwell,
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 them in the Offer to Purchase and the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
(f) On November 3, 1994, Rockwell issued a press release in response to the
Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed with
the Commission on November 3, 1994. A copy of the press release is attached as
Exhibit (a)(12) hereto and is hereby incorporated herein by reference.
(Page 2 of 5 Pages)
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) -- Offer to Purchase, dated October 21,
1994.*
(a)(2) -- Class A Letter of Transmittal.*
(a)(3) -- Class B Letter of Transmittal.*
(a)(4) -- Class C Letter of Transmittal.*
(a)(5) -- Notice of Guaranteed Delivery.*
(a)(6) -- Form of Letter to Brokers, Dealers,
Commercial Banks, Trust Companies and
Nominees.*
(a)(7) -- Form of Letter to Clients for Use by
Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.*
(a)(8) -- Guidelines of the Internal Revenue Service
for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(a)(9) -- Press release issued by Rockwell on
October 20, 1994.*
(a)(10) -- Form of Summary Advertisement, dated
October 21, 1994.*
(a)(11) -- Press release issued by Rockwell on
October 21, 1994.*
(a)(12) -- Press release issued by Rockwell on
November 3, 1994.
(b) -- Not applicable.
(c) -- Not applicable.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
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* Previously filed.
(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 4, 1994
(Page 4 of 5 Pages)
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
- ----- ----------- -----------
(a)(1) -- Offer to Purchase, dated
October 21, 1994.*
(a)(2) -- Class A Letter of Transmittal.*
(a)(3) -- Class B Letter of Transmittal.*
(a)(4) -- Class C Letter of Transmittal.*
(a)(5) -- Notice of Guaranteed Delivery.*
(a)(6) -- Form of Letter to Brokers, Dealers,
Commercial Banks, Trust Companies
and Nominees.*
(a)(7) -- Form of Letter to Clients for Use by
Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.*
(a)(8) -- Guidelines of the Internal Revenue
Service for Certification of Taxpayer
Identification Number on Substitute
Form W-9.*
(a)(9) -- Press release issued by
Rockwell on October 20, 1994.*
(a)(10) -- Form of Summary Advertisement,
dated October 21, 1994.*
(a)(11) -- Press release issued by Rockwell
on October 21, 1994.*
(a)(12) -- Press release issued by Rockwell
on November 3, 1994.
(b) -- Not applicable.
(c) -- Not applicable.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
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* Previously filed.
(Page 5 of 5 Pages)
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Exhibit (a)(12)
CONTACT: MARY LOU KROMER
310-797-5819
ROCKWELL RESPONDS TO RELIANCE STATEMENT
SEAL BEACH, Calif. (November 3, 1994) -- In response to the Reliance
Electric Company statement today that its Board of Directors is not
taking a position with respect to the $30 per share cash tender offer by
Rockwell International Corporation (NYSE: ROK), Rockwell said that it is
clear that it has made the best offer for the Reliance shareholders.
"We intend to purchase Reliance, and we believe that the best
interests of its shareholders will be served by Reliance entering a
merger agreement with us immediately," said Donald R. Beall, Chairman
and CEO of Rockwell.
"We believe there are no uncertainties or contingencies in our offer
that Reliance cannot resolve. We are prepared to enter into a merger
agreement with Reliance now," said Beall.
Rockwell International is a diversified, high-technology company
holding leadership market positions in automation, avionics, aerospace,
defense electronics, telecommunications, automotive components and
graphics systems, with annual worldwide sales of $11 billion.
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