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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 5)
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 10, 1994, Rockwell sent a letter to the Company, a copy of
which is attached as Exhibit(a)(17) hereto and is hereby incorporated
herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(f) On November 11, 1994, Rockwell issued a press release announcing,
among other things, the transmittal of
(Page 2 of 5 Pages)
<PAGE>
the letter from Rockwell to the Company referred to in Item 3 above. A copy
of such press release is attached as Exhibit (a)(18) hereto and is hereby
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)(17) -- Letter dated November 10, 1994 from Rockwell to the
Company.
(a)(18) -- Press release issued by Rockwell on November 11, 1994.
(Page 3 of 5 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: November 14, 1994
(Page 4 of 5 Pages)
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
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(a)(17) -- Letter dated November 10, 1994
from Rockwell to the Company.
(a)(18) -- Press release issued by
Rockwell on November 11, 1994.
(Page 5 of 5 Pages)
Exhibit (a)(17)
[ROCKWELL INTERNATIONAL CORPORATION LETTERHEAD]
November 10, 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:
I still cannot understand the "uncertainties" you see in Rockwell's $30 per
share all-cash tender offer for all outstanding shares of Reliance. The
only real conditions remaining are within your power to resolve.
Nevertheless, Rockwell is prepared to remove all possible uncertainties
with respect to the offer.
If Reliance will announce now that it will redeem its poison pill and waive
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. Thus, assuming no injunction or legal prohibition and a
tender of a majority of the shares, there will be absolutely no conditions
or uncertainties and no reason for the Reliance Board to continue to deny
your shareowners the benefit of our offer.
This course of action also eliminates any risk to Reliance with respect to
the $50 million break-up fee contemplated by Section 9.05(b) of the merger
agreement between Reliance and General Signal. The foregoing actions do
not require the Reliance Board to change any recommendations with respect
to our offer or the proposed General Signal merger, or to negotiate with or
provide information to us. In those circumstances, the $50 million fee
would not be payable under the terms of the merger agreement and, in fact,
would never become payable if Rockwell consummated a short-form, second-
step merger without entering into a merger agreement.
As you know, we believe that our very fair and full-priced offer is in the
best interest of all of Reliance's constituencies. We urge the Reliance
Board promptly to take the actions outlined above in order to permit
consummation of the offer or, if the Board prefers, promptly to commence
negotiation of a merger agreement with us.
Sincerely,
/s/ Donald R. Beall
Donald R. Beall
Exhibit (a)(18)
[ROCKWELL INTERNATIONAL CORPORATION LETTERHEAD]
CONTACTS: Bill Blanning
Rockwell
(310) 797-5593
or
Roy Winnick
Kekst and Company
(212) 593-2655
ROCKWELL REAFFIRMS COMMITMENT TO ACQUIRE RELIANCE ELECTRIC
SEAL BEACH, Calif., November 11, 1994 -- Rockwell International Corporation
(NYSE:ROK) stated today that it is willing to complete its $30 per share
cash tender offer for all outstanding stock of Reliance Electric without
Reliance entering into a merger agreement with Rockwell. Rockwell said
that in a letter sent yesterday to Reliance it had confirmed that it would
remove all conditions to its offer, except the tender of a majority of the
Reliance shares (on a fully diluted basis) and the absence of a legal
impediment once Reliance redeems its poison pill and waives Section 203 of
the Delaware General Corporation Law. Such actions by Reliance, Rockwell
said, would not require payment by Reliance of the $50 million break-up fee
provided for in the Reliance merger agreement with General Signal
Corporation.
The full text of the letter to Reliance follows:
<PAGE>
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:
I still cannot understand the "uncertainties" you see in Rockwell's $30 per
share all-cash tender offer for all outstanding shares of Reliance. The
only real conditions remaining are within your power to resolve.
Nevertheless, Rockwell is prepared to remove all possible uncertainties
with respect to the offer.
If Reliance will announce now that it will redeem its poison pill and waive
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. Thus, assuming no injunction or legal prohibition and a
tender of a majority of the shares, there will be absolutely no conditions
or uncertainties and no reason for the Reliance Board to continue to deny
your shareowners the benefit of our offer.
This course of action also eliminates any risk to Reliance with respect to
the $50 million break-up fee contemplated by Section 9.05(b) of the merger
agreement between Reliance and General Signal. The foregoing actions do
not require the Reliance Board to change any recommendations with respect
to our offer or the proposed General Signal merger, or to negotiate with or
provide information to us. In those circumstances, the $50 million fee
would not be payable under the terms of the merger agreement and, in fact,
would never become payable if Rockwell consummated a short-form, second-
step merger without entering into a merger agreement.
As you know, we believe that our very fair and full-priced offer is in the
best interest of all of Reliance's constituencies. We urge the Reliance
Board promptly to take the actions outlined above in order to permit
consummation of the offer or, if the Board prefers, promptly to commence
negotiation of a merger agreement with us.
Sincerely,
/s/ Donald R. Beall
Donald R. Beall
<PAGE>
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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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