<PAGE> 1
_______________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 14D-1
(AMENDMENT NO. 4)
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 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 10. ADDITIONAL INFORMATION.
(f) On November 10, 1994, Martin Lipton of the firm of
Wachtell, Lipton, Rosen & Katz, co-counsel to Rockwell and the Purchaser in
connection with the Offer, sent a letter to the Company's general counsel
and its outside counsel. A copy of such letter is attached as Exhibit (a)(16)
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)(16) -- Letter sent by Martin Lipton of the firm of Wachtell, Lipton,
Rosen & Katz, co-counsel to Rockwell and the Purchaser in
connection with the Offer, to the Company's general counsel
and its outside counsel on November 10, 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 10, 1994
(Page 4 of 5 Pages)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
- ------- ----------- -----------
<S> <C>
(a)(16) -- Letter sent by Martin Lipton of the
firm of Wachtell, Lipton, Rosen &
Katz, co-counsel to Rockwell and the
Purchaser in connection with the
Offer, to the Company's general counsel
and its outside counsel on November 10, 1994.
</TABLE>
(Page 5 of 5 Pages)
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Exhibit (a)(16)
[WACHTELL, LIPTON, ROSEN & KATZ LETTERHEAD]
November 10, 1994
William R. Norton, Esq.
Vice President, General
Counsel and Secretary
Reliance Electric Company
6065 Parkland Boulevard
Cleveland, Ohio 44124
Michael L. Miller, Esq.
Calfee, Halter & Griswold
800 Superior Avenue, Suite 1800
Cleveland, Ohio 44114
Joseph B. Frumkin, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Gentlemen:
As you know, the waiting period under the Hart-Scott-Rodino Act has
expired with respect to Rockwell International Corporation's $30 per share
all-cash tender offer for all the shares of Reliance Electric Company.
Accordingly, the only material conditions now remaining to the Rockwell offer
are conditions within the power of Reliance to satisfy.
Notwithstanding the fact that the Reliance Board of Directors has not
opposed the Rockwell offer, Reliance has refused to discuss the Rockwell offer
with Rockwell and has provided no information to Rockwell. As the basis for
its position, the Reliance Board cites unspecified "uncertainties" with respect
to the Rockwell offer, and the "risk to Reliance" of taking any step that might
result in the termination of the merger agreement between Reliance and General
Signal Corporation and the payment by Reliance of the $50 million break-up fee
required under Section 9.05(b) of the merger agreement.
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Messrs. Norton, Miller and Frumkin
November 10, 1994
Page Two
Under Delaware law, the Reliance Board has a duty to inform itself
with respect to the Rockwell offer. The Delaware Supreme Court, most recently
in the case of Paramount Communications Inc. v. QVC Network Inc., has made
absolutely clear that a Delaware company's board of directors has a fiduciary
duty to inform itself with respect to a tender offer and that contractual
no-shop or termination fee provisions that interfere with that duty are simply
invalid. Accordingly, Reliance's (and apparently General Signal's)
interpretation of Section 9.05(b) as preventing Reliance from discussing the
Rockwell offer with and providing information to Rockwell renders that Section
illegal and invalid under Delaware law. Reliance and General Signal cannot
contract away the rights of the Reliance stockholders to the loyalty of the
Reliance Board of Directors.
While it is not clear what "uncertainties" Reliance now finds in the
Rockwell offer, we are quite certain that any concerns Reliance might have
could be resolved quickly through discussion and negotiation with Rockwell. We
believe that it is incumbent upon both Reliance and General Signal not to use
Section 9.05(b) as a bar to discussions between Rockwell and Reliance.
Accordingly, we reiterate Rockwell's request that Reliance commence discussions
with Rockwell immediately with respect to the Rockwell offer. As stated above,
any effort by General Signal to require payment of the Section 9.05(b)
termination fee as a result of such discussions would make that Section invalid
under Delaware law, and any concurrence by Reliance in General Signal's
position would be a breach of Reliance's duties to its stockholders.
We also call your attention to Section 4.15 of the merger agreement
with General Signal, which requires Reliance to retain its Rights Plan as a
barrier to the Rockwell offer (or any other offer) regardless of whether the
fiduciary duties of the Reliance Board require that the Rights be redeemed.
Because directors of a Delaware company may not legally contract away their
fiduciary duties, any effort to use Section 4.15 as the basis for retaining
the Reliance Rights Plan as an impediment to the Rockwell offer is also clearly
invalid under Delaware law.
We look forward to hearing from you promptly.
Very truly yours,
/s/ Martin Lipton
Martin Lipton
