- -----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act Of 1934
Date of Report (Date of earliest event reported): February 22, 1995
ROCKWELL INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-1035 95-1054708
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
2201 Seal Beach Boulevard, Seal Beach, California 90740-8250
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (412) 565-4090
(Office of the Secretary)
Not Applicable
(Former name or former address, if changed since last report)
- -----------------------------------------------------------------------
(Page 1 of 4 Pages)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On February 22, 1995 the Registrant issued and sold $300 million
aggregate principal amount of its 7 5/8% Notes due February 17, 1998 and
$200 million aggregate principal amount of its 7 7/8% Notes due February
15, 2005 (collectively, the "Notes") in an underwritten public offering.
Reference is made to the Registrant's Registration Statements on Form S-3
(File Nos. 33-49699 and 33-57015) under the Securities Act of 1933, as
amended, and the related Prospectus dated February 3, 1995, as supplemented
by the Prospectus Supplement dated February 14, 1995, filed with the
Securities and Exchange Commission. The Representative of the underwriters
in respect of the offering was Morgan Stanley & Co. Incorporated. Chemical
Bank (as successor by merger to Manufacturers Hanover Trust Company) is the
Trustee under the Indenture under which the Notes were issued. The
Registrant intends to use the net proceeds of the offering to repay
commercial paper notes of the Registrant which on February 22, 1995 had an
interest rate of 5.96%. The proceeds of such commercial paper notes were
applied toward the approximately $1.6 billion purchase price for Reliance
Electric Company, the Registrant's acquisition of which was completed on
January 27, 1995.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
1. Conformed copy of Underwriting
Agreement dated February 14, 1995
between the Registrant and Morgan
Stanley & Co. Incorporated, as
Representative of the several
underwriters named in Schedule B
thereto.
4-a. Specimen certificate for the
Registrant's 7 5/8% Notes due
February 17, 1998.
4-b. Specimen certificate for the
Registrant's 7 7/8% Notes due
February 15, 2005.
4-c. Indenture dated as of October 1, 1982
between the Registrant and Chemical
Bank (as successor by merger to
Manufacturers Hanover Trust Company),
as Trustee, relating to the Notes,
including the form of Security at
pages 6-11, filed as Exhibit 4-a to
the Registrant's Registration
Statement on Form S-3 (File No. 33-39510),
is incorporated herein by reference.
(Page 2 of 4 Pages)
<PAGE>
4-d. First Supplemental Indenture dated as
of February 27, 1987 between the
Registrant and Chemical Bank (as
successor by merger to Manufacturers
Hanover Trust Company), as Trustee,
filed as Exhibit 4-b to the Registrant's
Registration Statement on Form S-3
(File No. 33-39510), is incorporated
herein by reference.
(Page 3 of 4 Pages)
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
ROCKWELL INTERNATIONAL CORPORATION
----------------------------------
(Registrant)
By /s/ Charles H. Harff
------------------------
Charles H. Harff
Senior Vice President and
Special Counsel
Dated: February 23, 1995
(Page 4 of 4 Pages)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- ----
1 -- Conformed copy of Underwriting
Agreement dated February 14, 1995
between the Registrant and Morgan
Stanley & Co. Incorporated, as
Representative of the several
underwriters named in Schedule B
thereto.
4-a -- Specimen of certificate for the
Registrant's 7 5/8% Notes due
February 17, 1998.
4-b -- Specimen of certificate for the
Registrant's 7 7/8% Notes due
February 15, 2005.
4-c -- Indenture dated as of October 1, 1982
between the Registrant and Chemical Bank
(as successor by merger to Manufacturers
Hanover Trust Company), as Trustee,
relating to the Notes, including the
form of Security at pages 6-11, filed
as Exhibit 4-a to the Registrant's
Registration Statement on Form S-3
(File No. 33-39510), is incorporated
herein by reference.
4-d -- First Supplemental Indenture dated
as of February 27, 1987 between the
Registrant and Chemical Bank (as
successor by merger to Manufacturers
Hanover Trust Company), as Trustee,
filed as Exhibit 4-b to the Registrant's
Registration Statement on Form S-3
(File No. 33-39510), is incorporated
herein by reference.
Exhibit 1
ROCKWELL INTERNATIONAL CORPORATION
$300,000,000 7-5/8% Notes due February 17, 1998
$200,000,000 7-7/8% Notes due February 15, 2005
UNDERWRITING AGREEMENT
February 14, 1995
To the Representative or Representatives
named in Schedule A hereto of the
Underwriters named in Schedule B
hereto
Gentlemen:
The undersigned Rockwell International Corporation, a Delaware
corporation (the "Company"), confirms its agreement with the several
underwriters named in Schedule B hereto (the "Underwriters") as set forth
below. If the firm or firms listed in Schedule B hereto include only the
firm or firms listed in Schedule A hereto (the "Representatives"), then the
terms "Underwriters" and "Representatives", as used herein, shall each be
deemed to refer to such firm or firms.
The Company proposes to issue and sell debt securities of the
titles and amounts set forth in Schedule A hereto (the "Purchased
Securities"), to be issued under the Indenture dated as of October 1, 1982,
as supplemented by the First Supplemental Indenture dated as of February
27, 1987 (the "Indenture"), between the Company and Chemical Bank (as
successor by merger to Manufacturers Hanover Trust Company), as Trustee.
The Company has filed with the Securities and Exchange Commission
(the "Commission") (i) a Registration Statement on Form S-3 (No. 33-49699)
relating to $300,000,000 of debt securities and (ii) a Registration
Statement on Form S-3 (No. 33-57015) relating to $200,000,000 of debt
securities, and the offering thereof from time to time in accordance with
Rule 415 under the Securities Act of 1933, as amended (the "1933 Act").
Each such Registration Statement has been declared effective by the
Commission, and the Indenture has been qualified under the Trust Indenture
Act of 1939, as amended (the "1939 Act"). Such Registration Statements and
the Prospectus or Prospectuses relating to the sale of Purchased Securities
by the Company constituting a part thereof, including all documents
incorporated therein by reference, as from time to time may be amended or
supplemented, pursuant to the Securities Exchange Act of 1934, as amended
(the "1934 Act"), the 1933 Act or otherwise, are in each case collectively
referred to herein as the "Registration Statement" and the "Prospectus",
respectively; provided, however, that a supplement of the Prospectus
contemplated by Section 3(a) (a "Prospectus Supplement") shall be deemed to
have supplemented the Prospectus only with respect to the offering of the
Purchased Securities to which it relates and such Prospectus Supplement
shall be the only supplement included in the terms "Registration Statement"
or "Prospectus".
SECTION 1. Representations and Warranties. The Company
represents and warrants to each Underwriter as of the date hereof, as
follows:
<PAGE>
(a) The Registration Statement and the Prospectus, at the time
the Registration Statement became effective complied, and as of the
date hereof complies, in all material respects with the requirements
of the 1933 Act, the rules and regulations thereunder (the
"Regulations"), the 1934 Act and the rules and regulations thereunder
and the 1939 Act. The Registration Statement, at the time the
Registration Statement became effective did not, and as of the date
hereof does not, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading. The
Prospectus, at the time the Registration Statement became effective
did not, and as of the date hereof does not, contain an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that the representations and warranties in this subsection
shall not apply (i) to statements in or omissions from the
Registration Statement or Prospectus made in reliance upon and in
conformity with information furnished to the Company in writing by any
Underwriter expressly for use in the Registration Statement or
Prospectus or (ii) to that part of the Registration Statement which
shall constitute the Statement of Eligibility and Qualification under
the 1939 Act (Form T-1) (the "Form T-1") of the Trustee under the
Indenture.
(b) Any documents incorporated by reference in the Registration
Statement and the Prospectus subsequent to the date hereof will, when
filed with the Commission, conform in all material respects to the
requirements of the 1934 Act and the rules and regulations thereunder,
and will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under
which they are made, not misleading.
(c) Since the respective dates as of which information is given
in the Registration Statement and the Prospectus, except as otherwise
stated therein or contemplated thereby, there has been no material
adverse change in the condition, financial or otherwise, or the
results of operations of the Company and its subsidiaries considered
as one enterprise, whether or not arising in the ordinary course of
business.
(d) The execution and delivery of this Agreement and the
Indenture and the consummation of the transactions contemplated herein
and therein have been duly authorized by all necessary corporate
action and will not conflict with or constitute a breach of, or
default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company
pursuant to, any contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which the Company is a party or by which
it may be bound or to which any of the property or assets of the
Company is subject, nor will such action result in any violation of
the provisions of the Restated Certificate of Incorporation, as
amended, or By-Laws of the Company or, to the best of its knowledge,
any law, administrative regulation or administrative or court decree
applicable to the Company; and no consent, approval, authorization or
order of any court or governmental authority or agency is required for
the consummation by the Company of the transactions contemplated by
<PAGE>
this Agreement, except such as may be required under the 1933 Act, the
1939 Act or the Regulations or state securities or Blue Sky laws.
(e) The Purchased Securities have been duly authorized for
issuance and sale pursuant to this Agreement and, when duly executed,
authenticated and delivered pursuant to the provisions of this
Agreement and of the Indenture against payment of the consideration
therefor in accordance with this Agreement, the Purchased Securities
will be valid and legally binding obligations of the Company
enforceable in accordance with their terms, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting
the enforcement of creditors' rights in general and general principles
of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law), and will be entitled to the
benefits of the Indenture, which will be substantially in the form
heretofore delivered to you, except as supplemented to reflect the
terms of any one or more series of debt securities; and the Purchased
Securities and the Indenture conform in all material respects to all
statements relating thereto contained in the Prospectus.
(f) No strike or labor stoppage by the employees of the Company
or any subsidiary exists, or, to the knowledge of the Company, is
imminent which is expected to have a material adverse effect upon the
conduct of the business, or the earnings, operations or condition,
financial or otherwise, of the Company and its subsidiaries,
considered as one enterprise.
Any certificate signed by any officer of the Company and
delivered to you or counsel for the Underwriters in connection with an
offering of Purchased Securities shall be deemed a representation and
warranty by the Company, as to the matters covered thereby, to each
Underwriter participating in such offering.
SECTION 2. Purchase and Sale. The several and not joint
commitments of the Underwriters to purchase Purchased Securities as set
forth on Schedule B hereto shall be deemed to have been made on the basis
of the representations and warranties herein contained and shall be subject
to the terms and conditions herein set forth.
Payment of the purchase price for, and delivery of, any Purchased
Securities to be purchased by the Underwriters shall be made at the office
specified in Schedule A hereto or at such other place as shall be agreed
upon by you and the Company, on the date and at the time so specified or
such other time as shall be agreed upon by you and the Company (such time
and date being referred to as a "Closing Time"). Payment shall be made to
the Company by certified or official bank check or checks in New York
Clearing House or similar next day funds payable to the order of the
Company against delivery to you for the respective accounts of the
Underwriters of the Purchased Securities to be purchased by them. Such
Purchased Securities shall be in such denominations and registered in such
names as you may request in writing at least two business days prior to the
Closing Time. Such Purchased Securities, which may be in temporary form,
will be made available for examination and packaging by you on or before
the first business day prior to Closing Time.
If authorized in Schedule A hereto, the Underwriter named therein
may solicit offers to purchase debt securities from the Company pursuant to
<PAGE>
delayed delivery contracts ("Delayed Delivery Contracts") substantially in
the form of Exhibit I hereto with such changes therein as the Company may
approve. Any Purchased Securities purchased pursuant to Delayed Delivery
Contracts as hereinafter provided are herein referred to as "Contract
Securities". As compensation for arranging Delayed Delivery Contracts, the
Company will pay to you at Closing Time, for the accounts of the
Underwriters, a fee equal to that percentage of the principal amount of
Contract Securities for which Delayed Delivery Contracts are made at
Closing Time as is specified in Schedule A hereto. At Closing Time the
Company will enter into Delayed Delivery Contracts with all purchasers
proposed by the Underwriters and previously approved by the Company as
provided below, but not for an aggregate principal amount of Contract
Securities in excess of that specified in Schedule A hereto. The
Underwriters will not have any responsibility for the validity or
performance of Delayed Delivery Contracts.
Delayed Delivery Contracts are to be only with such investors and
in such amounts as are approved by the Company. You are to submit to the
Company at least three business days prior to Closing Time, the names of
any investors with which it is proposed that the Company will enter into
Delayed Delivery Contracts and the principal amount of Contract Securities
to be purchased by each of them, and the Company will advise you, at least
two business days prior to Closing Time, of the names of the investors with
which the making of Delayed Delivery Contracts is approved by the Company
and the principal amount of Contract Securities to be covered by each such
Delayed Delivery Contract.
The principal amount of Purchased Securities agreed to be
purchased by the respective Underwriters shall be reduced by the principal
amount of Contract Securities covered by Delayed Delivery Contracts
accepted by the Company, as to each Underwriter as set forth in written
notice delivered by you to the Company; provided, however, that the total
principal amount of Purchased Securities to be purchased by all
Underwriters shall be the total amount of Purchased Securities, less the
principal amount of Contract Securities covered by Delayed Delivery
Contracts.
SECTION 3. Covenants of the Company. The Company covenants with
each of you and with each Underwriter as follows:
(a) Immediately following the execution of this Agreement, the
Company will prepare a Prospectus Supplement setting forth the
principal amount of Purchased Securities covered thereby and their
terms not otherwise specified in the Indenture, the names of the
Underwriters participating in the offering and the principal amount of
Purchased Securities which each severally has agreed to purchase, the
names of the Underwriters acting as co-managers in connection with the
offering, the price at which the Purchased Securities are to be
purchased by the Underwriters from the Company, the initial public
offering price, the selling concession and reallowance, if any, any
delayed delivery arrangements, and such other information as you and
the Company deem appropriate in connection with the offering of the
Purchased Securities. The Company will promptly transmit copies of
the Prospectus Supplement to the Commission for filing pursuant to
Rule 424 of the Regulations and will furnish to the Underwriters named
therein as many copies of the Prospectus and such Prospectus
Supplement as you shall reasonably request.
<PAGE>
(b) If at any time when the Prospectus is required by the 1933
Act to be delivered in connection with sales of the Purchased
Securities any event shall occur or condition exist as a result of
which it is necessary to further amend or supplement the Prospectus in
order that the Prospectus will not include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading in the light of circumstances
existing at the time it is delivered to a purchaser or if it shall be
necessary at any such time to amend or supplement the Registration
Statement or the Prospectus in order to comply with the requirements
of the 1933 Act or the Regulations, the Company will promptly prepare
and file with the Commission such amendment or supplement, whether by
filing documents pursuant to the 1934 Act or otherwise, as may be
necessary to correct such untrue statement or omission or to make the
Registration Statement comply with such requirements.
(c) The Company will make generally available to its security
holders, in each case as soon as practicable, earnings statements (in
form complying with the provisions of Section 11(a) of the 1933 Act,
which need not be certified by independent certified public
accountants unless required by the 1933 Act or the Regulations)
covering a twelve month period beginning not later than the first day
of the Company's fiscal quarter next following the date of this
Agreement.
(d) The Company will give you notice of its intention to file
any amendment to the Registration Statement or any supplement to the
Prospectus with respect to the Purchased Securities, other than those
made by the filing of documents pursuant to the 1934 Act, will furnish
you with copies of any such amendment or supplement proposed to be
filed a reasonable time in advance of filing, and will not file any
such amendment or supplement in a form to which you or your counsel
shall reasonably object.
(e) The Company will notify each of you immediately, and confirm
the notice in writing, (i) of the filing or effectiveness of any
amendment to the Registration Statement, (ii) of the mailing or the
delivery to the Commission for filing of any supplement to the
Prospectus, (iii) of the receipt of any comments from the Commission
with respect to the Registration Statement, the Prospectus or any
Prospectus Supplement, (iv) of any request by the Commission for any
amendment to the Registration Statement or any amendment or supplement
to the Prospectus with respect to the Purchased Securities or for
additional information with respect thereto, and (v) of the issuance
by the Commission of any stop order suspending the effectiveness of
the Registration Statement or the initiation of any proceedings for
that purpose. The Company will make every reasonable effort to
prevent the issuance of any stop order and, if any stop order is
issued, to obtain the lifting thereof at the earliest possible moment.
(f) The Company will deliver to each of you as many signed and
conformed copies of the Registration Statement (as originally filed)
and each amendment thereto (including exhibits filed therewith or
incorporated by reference therein and documents incorporated by
reference in the Prospectus) as you may reasonably request and will
also deliver to you a conformed copy of the Registration Statement and
each amendment thereto for each of the Underwriters.
<PAGE>
(g) The Company will endeavor, in cooperation with you, to
qualify the Purchased Securities for offering and sale under the
applicable securities laws of such states and other jurisdictions of
the United States as you may designate, and will maintain such
qualifications in effect for as long as may be required for the
distribution of the Purchased Securities; provided, however, that the
Company shall not be required to qualify as a foreign corporation or
to take any action which would subject it to general consent to
service of process in any state in which it is not now qualified or
not now so subject. The Company will file such statements and reports
as may be required by the laws of each jurisdiction in which the
Purchased Securities have been qualified as above provided.
(h) The Company, during the period when the Prospectus is
required to be delivered under the 1933 Act, will file promptly all
documents required to be filed with the Commission pursuant to Section
13 or 14 of the 1934 Act.
(i) Between the date of this Agreement and Closing Time with
respect to the Purchased Securities covered thereby, the Company will
not, without your prior consent, offer or sell, or enter into any
agreement to sell, any debt securities of the Company with a maturity
of more than one year.
SECTION 4. Conditions of Underwriters' Obligations. The
obligations of the Underwriters to purchase Purchased Securities pursuant
to this Agreement are subject to the accuracy of the representations and
warranties on the part of the Company herein contained, as of the date
hereof and as of the Closing Time, to the accuracy of the statements of the
Company's officers made in any certificate furnished pursuant to the
provisions hereof, to the performance by the Company of all of its
covenants and other obligations hereunder and to the following further
conditions:
(a) At the Closing Time (i) no stop order suspending the
effectiveness of the Registration Statement shall have been issued
under the 1933 Act or proceedings therefor initiated or, to the
knowledge of the Company or the Underwriters, threatened by the
Commission, (ii) the rating assigned by any nationally recognized
statistical rating organization to any debt securities of the Company
as of the date of this Agreement shall not have been lowered since
that date and no such rating agency shall have publicly announced
since that date that it is placing any debt securities of the Company
on what is commonly termed a "watch list" for possible downgrading and
(iii) the Prospectus, together with the applicable Prospectus
Supplement, shall not contain an untrue statement of a material fact
or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they are
made, not misleading.
(b) At the Closing Time you shall have received:
(1) The favorable opinion, dated as of the Closing Time, of
Messrs. Chadbourne & Parke, counsel for the Company, in form and
substance satisfactory to you, to the effect that:
<PAGE>
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware.
(ii) The Company has corporate power and authority to
own, lease and operate its properties and conduct its
business as described in the Registration Statement.
(iii) This Agreement and the Delayed Delivery Contracts,
if any, have been duly authorized, executed and delivered by
the Company.
(iv) The Indenture has been duly authorized, executed
and delivered by the Company and constitutes the valid and
binding agreement of the Company, enforceable in accordance
with its terms, except as enforcement thereof may be limited
by bankruptcy, insolvency or other laws relating to or
affecting enforcement of creditors' rights or by general
equity principles.
(v) The Purchased Securities have been duly authorized
by all necessary corporate action and, when duly executed
and authenticated as specified in the Indenture and
delivered against payment pursuant to this Agreement and any
applicable Delayed Delivery Contract, will be valid and
binding obligations of the Company, enforceable in
accordance with their terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting the
enforcement of creditors' rights in general, and general
principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law), and will be entitled to the benefits of the Indenture.
(vi) The Indenture and the Purchased Securities conform
in all material respects to the descriptions thereof in the
Prospectus and the applicable Prospectus Supplement.
(vii) The Indenture is qualified under the 1939 Act.
(viii) The Registration Statement is effective under the
1933 Act and, to the best of their knowledge and
information, no stop order suspending the effectiveness of
the Registration Statement has been issued under the 1933
Act or proceedings therefor initiated or threatened by the
Commission.
(ix) The Registration Statement (other than the
financial statements and other financial data included or
incorporated by reference therein, as to which no opinion
need be rendered) complies as to form in all material
respects with the requirements of the 1933 Act, the 1939 Act
(other than Form T-1, as to which no opinion need be
rendered) and the Regulations, and nothing has come to their
attention that would lead them to believe that the
Registration Statement, on the date hereof, contained an
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
<PAGE>
make the statements therein not misleading or that the
Prospectus, as amended or supplemented at Closing Time,
contains an untrue statement of a material fact or omits to
state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading.
(x) Each document, if any, filed pursuant to the 1934
Act (other than the financial statements and other financial
data included or incorporated by reference therein, as to
which no opinion need be rendered) and incorporated by
reference in the Prospectus, complied when so filed as to
form in all material respects with the 1934 Act and the
rules and regulations thereunder.
(xi) No consent, approval, authorization or order of
any court or governmental authority or agency is required in
connection with the sale by the Company of the Purchased
Securities to the Underwriters, except such as may be
required under the 1933 Act, the 1939 Act and any state
securities laws, and to the best of their knowledge and
information, the execution and delivery of this Agreement
and the Indenture and the consummation of the transactions
contemplated herein will not conflict with or constitute a
breach of, or default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any subsidiary pursuant
to, any contract, indenture, mortgage, loan agreement, note,
lease or other instrument known to them to which the Company
or any of its subsidiaries is a party or by which it or any
of its subsidiaries is subject, nor will such action result
in any violation of the provisions of the Restated
Certificate of Incorporation, as amended, or By-Laws of the
Company, or to the best of their knowledge any law,
administrative regulation or administrative or court decree
applicable to the Company.
(2) The favorable opinion, dated as of the Closing Time, of
William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of the Company, in form and substance
satisfactory to you, to the effect that:
(i) The Company is duly qualified as a foreign
corporation to transact business and is in good standing in
each jurisdiction in which such qualification is required,
except in such jurisdictions where the failure so to qualify
or to be in good standing will not subject the Company to
any liability material to the condition, financial or
otherwise, of the Company and its subsidiaries considered as
one enterprise.
(ii) Each of Allen-Bradley Company, Inc., a Wisconsin
corporation, and Reliance Electric Company, a Delaware
corporation, is a subsidiary of the Company, has been duly
incorporated and is a validly existing corporation in good
standing under the laws of the state of its incorporation
and is duly qualified and is in good standing as a foreign
corporation in each jurisdiction wherein the character of
<PAGE>
the property owned or held under lease by it makes such
qualification necessary, except in such jurisdictions where
the failure so to qualify or to be in good standing will not
subject the Company to any liability material to the
condition, financial or otherwise, of the Company and its
subsidiaries considered as one enterprise; the outstanding
shares of capital stock of each such subsidiary are validly
issued, fully paid and nonassessable; and all of such
capital stock is owned by the Company free and clear of any
pledge, lien, encumbrance, claim or equity.
(iii) The execution and delivery of this Agreement and
the Indenture and the consummation of the transactions
contemplated herein will not conflict with or constitute a
breach of, or default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any subsidiary pursuant
to, any contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which the Company or any of its
subsidiaries is a party or, to the best of his knowledge, by
which it or any of them may be bound or to which any of the
property or assets of the Company or any of its subsidiaries
is subject, nor will such action result in any violation of
the provisions of the Restated Certificate of Incorporation,
as amended, or By-Laws of the Company or any law,
administrative regulation or administrative or court decree
applicable to the Company.
(iv) There is no litigation or governmental proceeding
pending or to the best of his knowledge threatened against
the Company or any of its subsidiaries which would affect
the subject matter of this Agreement and the Delayed
Delivery Contracts, if any, which would have a material
adverse effect on the financial position or consolidated
financial statements of the Company and its subsidiaries as
a whole or which is required to be disclosed in the
Prospectus which is not adequately disclosed therein.
(v) To the best of his knowledge, there are no
contracts which are required to be filed as exhibits to the
Registration Statement which are not so filed or which are
required to be disclosed in the Prospectus which are not
adequately disclosed therein.
(3) The favorable opinion or opinions, dated as of the
Closing Time, of Messrs. Cravath, Swaine & Moore, counsel for the
Underwriters, with respect to the matters set forth in (i) and
(iii) to (ix), inclusive, of subsection (b)(1) of this Section.
(c) At the Closing Time there shall not have been, since the
date of this Agreement, any material adverse change in the condition,
financial or otherwise, of the Company and its subsidiaries considered as
one enterprise, or any development involving a material adverse prospective
change in or affecting particularly the financial condition of the Company
and its subsidiaries considered as one enterprise, whether or not arising
in the ordinary course of business, and you shall have received a
certificate of the President or a Vice President of the Company, dated as
of the Closing Time, to the effect that there has been no such material
<PAGE>
adverse change or prospective change and to the effect that the
representations and warranties of the Company contained in Section 1 are
true and correct as of the Closing Time.
(d) You shall have received from Deloitte & Touche a letter,
addressed to you and dated as of the Closing Time and delivered at such
time, in form satisfactory to you and concerning such matters as you shall
reasonably request.
(e) You shall have received a letter, addressed to you and dated
as of the Closing Time and delivered at such time, from the independent
public accountants of any acquired business whose financial statements have
been included in or incorporated by reference into the Registration
Statement pursuant to Section 3-05 of Regulation S-X, in form satisfactory
to you and concerning such matters as you shall reasonably request.
(f) At the Closing Time counsel for the Underwriters shall have
been furnished with such documents and opinions as they may reasonably
require for the purpose of enabling them to pass upon the issuance and sale
of the Purchased Securities as herein contemplated and related proceedings
or in order to evidence the accuracy and completeness of any of the
representations and warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the Purchased Securities as herein
contemplated shall be satisfactory in form and substance to you and counsel
for the Underwriters.
If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be
terminated by you by notice to the Company at any time at or prior to the
Closing Time, and such termination shall be without liability of any party
to any other party except as provided in Section 5.
SECTION 5. Payment of Expenses. The Company will pay all
expenses incident to the performance of its obligations under this
Agreement, including (i) the printing and filing of the Registration
Statement and all amendments thereto, (ii) the preparation, issuance and
delivery of the Purchased Securities to the Underwriters, (iii) the fees
and disbursements of the Company's counsel and accountants, (iv) the
qualification of the Purchased Securities under securities laws in
accordance with the provisions of Section 3(g), including filing fees and
the reasonable fees and disbursements of counsel for the Underwriters in
connection therewith and in connection with the preparation of any Blue Sky
Survey and Legal Investment Survey, (v) the printing and delivery to the
Underwriters in quantities as hereinabove stated of copies of the
Registration Statement and all amendments thereto, and of the Prospectus,
(vi) the printing and delivery to the Underwriters of copies of the
Indenture and any Blue Sky Survey and Legal Investment Survey, (vii) the
fees of rating agencies and (viii) the fees and expenses, if any, incurred
in connection with the listing of the Purchased Securities on the New York
Stock Exchange.
If this Agreement is terminated by you in accordance with the
provisions of Section 4 or Section 9(i), the Company shall reimburse the
Underwriters for all of their out-of-pocket expenses, including the
reasonable fees and disbursements of counsel for the Underwriters in
connection with the subject matter of this Agreement. The Company shall
<PAGE>
not in any event be liable to any of the Underwriters for loss of
anticipated profits from the transactions contemplated by this Agreement.
SECTION 6. Indemnification. (a) The Company agrees to
indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of Section 15 of the 1933 Act
as follows:
(i) against any and all loss, liability, claim, damage
and expense whatsoever arising out of any untrue statement
or alleged untrue statement of a material fact contained in
the Registration Statement, or the omission or alleged
omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged
untrue statement of a material fact contained in the
Prospectus or the omission or alleged omission therefrom of
a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they
were made, not misleading, unless such untrue statement or
omission or such alleged untrue statement or omission was
made in reliance upon and in conformity with written
information furnished to the Company by any Underwriter
through you expressly for use in the Registration Statement
or the Prospectus;
(ii) against any and all loss, liability, claim, damage
and expense whatsoever to the extent of the aggregate amount
paid in settlement of any litigation, or investigation or
proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue
statement or omission, if such settlement is effected with
the written consent of the Company; and
(iii) subject to subparagraph (c) against any and all
expense whatsoever as and when incurred (including the fees
and disbursements of counsel chosen by you) reasonably
incurred in investigating, preparing or defending against
any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under (i) or
(ii) above.
This indemnity is subject to the condition that, insofar as it
relates to any untrue statement or omission, or any alleged untrue
statement or omission, made in the Prospectus, it shall not inure to
the benefit of any Underwriter from whom the person asserting the
claim purchased the Purchased Securities (or to the benefit of any
person who controls such Underwriter) if a copy of the Prospectus
(excluding documents incorporated by reference therein), as amended or
supplemented prior to the written confirmation mentioned below, was
not delivered to such person at or prior to the written confirmation
of the sale of such Purchased Securities and the delivery thereof
would constitute a defense against the claim asserted by such person.
<PAGE>
Insofar as this indemnity may permit indemnification for
liabilities under the 1933 Act of any person who is a partner of an
Underwriter or who controls an Underwriter within the meaning of
Section 15 of the 1933 Act and who, at the date of this Agreement, is
a director, officer or controlling person of the Company, such
indemnity agreement is subject to the undertaking of the Company in
the Registration Statement.
(b) Each Underwriter severally and not jointly agrees to
indemnify and hold harmless the Company, its directors, each of its
officers who signed the Registration Statement, and each person, if
any, who controls the Company within the meaning of Section 15 of the
1933 Act against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this
Section, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Registration
Statement or the Prospectus in reliance upon and in conformity with
written information furnished to the Company by such Underwriter
through you expressly for use in the Registration Statement or the
Prospectus.
(c) In case any proceeding (including any governmental
investigation or proceeding) shall be instituted involving any person
in respect of which indemnity may be sought pursuant to either of the
two preceding subsections (a) and (b), such person (the "indemnified
party") shall promptly notify the person against whom such indemnity
may be sought (the "indemnifying party") in writing but failure to so
notify an indemnifying party shall not relieve it from any liability
which it may have otherwise than on account of this indemnity
agreement. The indemnifying party shall have the right to retain
counsel reasonably satisfactory to the indemnified party to represent
the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and disbursements
as incurred of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed to the retention
of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party
and the indemnified party and the indemnified party shall have
reasonably concluded that representation of both parties by the same
counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees and expenses
of more than one separate firm for all such indemnified parties. Such
separate firm shall be designated in writing by you in the case of
parties indemnified pursuant to subsection (a) of this Section and by
the Company in the case of parties indemnified pursuant to subsection
(b) of this Section.
SECTION 7. Contribution. In order to provide for just and
equitable contribution in circumstances in which the indemnity agreement
provided for in Section 6 is for any reason held to be unenforceable by the
indemnified parties although applicable in accordance with its terms, the
Company and the Underwriters of the Purchased Securities shall contribute
to the aggregate losses, liabilities, claims, damages and expenses of the
<PAGE>
nature contemplated by said indemnity agreement incurred by the Company and
one or more of such Underwriters in respect of such offering in such
proportions as will reflect the relative benefits from the offering of such
Purchased Securities received by the Company on the one hand and by such
Underwriters on the other hand, provided that if the Purchased Securities
are offered by Underwriters at an initial public offering price set forth
in a Prospectus Supplement, the relative benefits shall be deemed to be
such that the Underwriters shall be responsible for that portion of the
aggregate losses, liabilities, claims, damages and expenses represented by
the percentage that the underwriting discount appearing in such Prospectus
Supplement bears to the initial public offering price appearing therein and
the Company shall be responsible for the balance; provided, however, that
no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section, each person, if any, who controls an Underwriter
within the meaning of Section 15 of the 1933 Act shall have the same rights
to contribution as such Underwriter, and each director of the Company, each
officer of the Company who signed the Registration Statement and each
person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act shall have the same rights to contribution as the Company.
SECTION 8. Representations and Warranties To Survive Delivery.
All representations and warranties contained in this Agreement, or
contained in certificates of officers of the Company submitted pursuant
hereto, shall remain operative and in full force and effect, regardless of
any termination of this Agreement, or any investigation made by or on
behalf of any Underwriter or controlling person, or by or on behalf of the
Company, and shall survive delivery of any Purchased Securities to the
Underwriters.
SECTION 9. Termination. You may terminate this Agreement,
immediately upon notice to the Company, at any time at or prior to the
Closing Time (i) if there has been, since the date of this Agreement, any
material adverse change in the condition, financial or otherwise, of the
Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, or (ii) if there has occurred
any outbreak or escalation of hostilities or any change in financial
markets or any calamity or crisis that, in your reasonable judgment, is
material and adverse, which makes it impracticable to market the Purchased
Securities or enforce contracts for the sale of the Purchased Securities,
or (iii) if trading in the Common Stock of the Company has been suspended
by the Commission or a national securities exchange, or if trading
generally on either the American Stock Exchange or the New York Stock
Exchange has been suspended, or minimum or maximum prices for trading have
been fixed, or maximum ranges for prices for securities have been required,
by either of said exchanges or by order of the Commission or any other
governmental authority, or if a banking moratorium has been declared by
either Federal or New York authorities. In the event of any such
termination, (x) the covenants set forth in Section 3 with respect to any
offering of Purchased Securities shall remain in effect so long as any
Underwriter owns any such Purchased Securities purchased from the Company
pursuant to this Agreement and (y) the provisions of Section 5, the
indemnity agreement set forth in Section 6, the contribution provisions set
forth in Section 7, and the provisions of Section 8 and 13 shall remain in
effect.
<PAGE>
SECTION 10. Default. If one or more of the Underwriters
participating in an offering of Purchased Securities shall fail at the
Closing Time to purchase the Purchased Securities which it or they are
obligated to purchase hereunder (the "Defaulted Securities"), then you
shall have the right, within 24 hours thereafter, to make arrangements
satisfactory to the Company for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than
all, of the Defaulted Securities in such amounts as may be agreed upon and
upon the terms herein set forth. If, however, during such 24 hours you
shall not have completed such arrangements for the purchase of all of the
Defaulted Securities, then:
(a) if the aggregate principal amount of Defaulted Securities
does not exceed 10% of the aggregate principal amount of the Purchased
Securities to be purchased pursuant to this Agreement, the non-defaulting
Underwriters named in this Agreement shall be obligated to purchase the
full amount thereof in the proportions that their respective underwriting
obligations hereunder bear to the underwriting obligations of all such non-
defaulting Underwriters, or
(b) if the aggregate principal amount of Defaulted Securities
exceeds 10% of the aggregate principal amount of the Purchased Securities
to be purchased pursuant to this Agreement, this Agreement shall terminate,
without any liability on the part of any non-defaulting Underwriter or the
Company.
No action taken pursuant to this Section shall relieve any
defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.
In the event of a default by any Underwriter or Underwriters as
set forth in this Section, either you or the Company shall have the right
to postpone the Closing Time, subject to termination of this Agreement as
provided in subsection (b) above, for a period of not exceeding seven days
in order that any required changes in the Registration Statement or
Prospectus or in any other documents or arrangements may be effected.
SECTION 11. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given
if mailed or transmitted by any standard form of telecommunication.
Notices to the Underwriters shall be directed to you at your address set
forth in Schedule A hereto; notices to the Company shall be directed to it
at 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3123, attention of
the Secretary with a copy to the Treasurer.
SECTION 12. Parties. This Agreement shall inure to the benefit
of and be binding upon you and the Company, and their respective
successors. Nothing expressed or mentioned in this Agreement is intended
or shall be construed to give any person, firm or corporation, other than
the parties hereto and their respective successors and the controlling
persons and officers and directors referred to in Section 6 and their heirs
and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained.
This Agreement and all conditions and provisions hereof are intended to be
for the sole and exclusive benefit of the parties and their respective
successors and said controlling persons and officers and directors and
their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Purchased Securities from any
<PAGE>
Underwriter shall be deemed to be a successor by reason merely of such
purchase.
SECTION 13. Governing Law. This Agreement shall be governed by
the laws of the State of New York.
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us a counterpart hereof, whereupon
<PAGE>
this instrument along with all counterparts will become a binding agreement
between you and us in accordance with its terms.
Very truly yours,
ROCKWELL INTERNATIONAL
CORPORATION
by /s/Lee H. Cramer
--------------------------
Name: Lee H. Cramer
Title: Vice President and
Treasurer
CONFIRMED AND ACCEPTED,
as of the date first above written:
THE UNDERWRITERS NAMED IN SCHEDULE B HERETO
By MORGAN STANLEY & CO. INCORPORATED
by /s/Bradford D. Hart
-----------------------------
Name: Bradford D. Hart
Title: Vice President
<PAGE>
SCHEDULE A
TERMS AGREEMENT #1
Underwriting Agreement dated February 14, 1995
Representative: Morgan, Stanley & Co. Incorporated
Title of Securities: 7-5/8% Notes due February 17, 1998
Amount of Securities: $300,000,000
Price to Public: 99.837% plus accrued interest from
February 17, 1995
Purchase Price: 99.437% plus accrued interest from
February 17, 1995
Delayed Delivery - NONE
Fee:
Minimum principal amount of each Contract:
Maximum aggregate principal amount of all Contracts:
Closing -
Office for delivery of Securities: Chadbourne & Parke
Office for payment for Securities: Chadbourne & Parke
Date and time of Closing: 10:00 a.m., February 22, 1995
Office for Checking Securities: Chemical Bank
Underwriting commissions or other compensation: .400%
Addresses for notices as per Section 11:
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, NY 10020
Attention: Capital Markets
<PAGE>
TERMS AGREEMENT #2
Underwriting Agreement dated February 14, 1995
Representative: Morgan, Stanley & Co. Incorporated
Title of Securities: 7-7/8% Notes due February 15, 2005
Amount of Securities: $200,000,000
Price to Public: 99.392% plus accrued interest from
February 15, 1995
Purchase Price: 99.742% plus accrued interest from
February 15, 1995
Delayed Delivery - NONE
Fee:
Minimum principal amount of each Contract:
Maximum aggregate principal amount of all Contracts:
Closing -
Office for delivery of Securities: Chadbourne & Parke
Office for payment for Securities: Chadbourne & Parke
Date and time of Closing: 10:00 a.m., February 22, 1995
Office for Checking Securities: Chemical Bank
Underwriting commissions or other compensation: .650%
Addresses for notices as per Section 11:
Morgan Stanley & Co.
1221 Avenue of the Americas
New York, NY 10020
Attention: Capital Markets
<PAGE>
SCHEDULE B
Underwriting Agreement dated February 14, 1995
Underwriter Principal Principal
Amount of Amount of
7-5/8% Notes 7-7/8% Notes
Morgan Stanley & Co.
Incorporated $ 50,000,000 $33,335,000
Dillon, Read & Co. Inc. 50,000,000 33,333,000
Daiwa Securities America Inc. 50,000,000 33,333,000
Goldman, Sachs & Co. 50,000,000 33,333,000
J.P. Morgan Securities Inc. 50,000,000 33,333,000
UBS Securities Inc. 50,000,000 33,333,000
TOTALS $300,000,000 $200,000,000
<PAGE>
EXHIBIT I
ROCKWELL INTERNATIONAL CORPORATION
(a Delaware corporation)
[Title of Security]
DELAYED DELIVERY CONTRACT
, 19
ROCKWELL INTERNATIONAL CORPORATION
[
]
Attention: [ ]
Dear Sirs:
The undersigned hereby agrees to purchase from Rockwell
International Corporation (the "Company") and the Company agrees to sell to
the undersigned on _______________, 19__ (the "Delivery Date"),
_____________ principal amount of the Company's _______________________
(the "Securities"), offered by the Company's Prospectus dated ___________,
19__, as supplemented by its Prospectus Supplement dated
__________________, 19__, receipt of which is hereby acknowledged, at a
purchase price of ___% the principal amount thereof, plus accrued interest
from _________________, 19__, to the Delivery Date, and on the further
terms and conditions set forth in this contract.
Payment for the Securities which the undersigned has agreed to
purchase on the Delivery Date shall be made to the Company or its order by
certified or official bank check in New York Clearing House funds, at the
office of [name and address] or at such other place as the undersigned and
the Company shall agree, on the Delivery Date, upon delivery to the
undersigned of the Securities to be purchased by the undersigned in
definitive form and in such authorized denominations and registered in such
names as the undersigned may designate by written or telegraphic
communication addressed to the Company not less than five full business
days prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make
payment for Securities on the Delivery Date shall be subject only to the
conditions that (1) the purchase of Securities to be made by the
undersigned shall not on the Delivery Date be prohibited under the laws of
the jurisdiction to which the undersigned is subject and (2) the Company,
on or before _______________, 19__, shall have sold to the Underwriters of
the Securities (the "Underwriters") such principal amount of the Securities
as is to be sold to them pursuant to the Underwriting Agreement dated
______________, 19__, between the Company and the Underwriters. The
obligation of the undersigned to take delivery of and make payment for
Securities shall not be affected by the failure of any purchaser to take
delivery of and make payment for Securities pursuant to other contracts
similar to this contract. The undersigned represents and warrants to you
that its investment in the Securities is not, as of the date hereof,
prohibited under the laws of any jurisdiction to which the undersigned is
subject and which govern such investment.
<PAGE>
Promptly after completion of the sale to the Underwriters, the
Company will mail or deliver to the undersigned at its address set forth
below notice to such effect, accompanied by a copy of the opinion of
counsel for the Company delivered to the Underwriters in connection
therewith.
By the execution hereof, the undersigned represents and warrants
to the Company that all necessary corporate action for the due execution
and delivery of this contract and the payment for and purchase of the
Securities has been taken by it and no further authorization or approval of
any governmental or other regulatory authority is required for such
execution, delivery, payment or purchase, and that, upon acceptance hereof
by the Company and mailing or delivery of a copy as provided below, this
contract will constitute a valid and binding agreement of the undersigned
in accordance with its terms.
This contract will inure to the benefit of and be binding upon
the parties hereto and their respective successors, but will not be
assignable by either party hereto without the written consent of the other.
It is understood that the Company will not accept Delayed
Delivery Contracts for an aggregate principal amount of Securities in
excess of $_____________ and that the acceptance of any Delayed Delivery
Contract is in the Company's sole discretion and, without limiting the
foregoing, need not be on a first-come, first-served basis. If this
contract is acceptable to the Company, it is requested that the Company
sign the form of acceptance on a copy hereof and mail or deliver a signed
copy hereof to the undersigned at this address set forth below. This will
become a binding contract between the Company and the undersigned when such
copy is so mailed or delivered.
<PAGE>
This Agreement shall be governed by the laws of the State of New
York.
Yours very truly,
--------------------------
(Name of Purchaser)
by ----------------------
(Title)
--------------------------
--------------------------
(Address)
Accepted as of the date first above written.
ROCKWELL INTERNATIONAL CORPORATION
By
-------------------------
<PAGE>
PURCHASER - PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone number of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be
discussed is as follows: (Please print.)
Name Telephone No.
- ---- -------------
<PAGE>
Exhibit 4-a
[FACE OF NOTE]
NUMBER DOLLARS
R
REGISTERED [Logo of Rockwell International Corporation] REGISTERED
ROCKWELL INTERNATIONAL CORPORATION
7-5/8% Note due February 17, 1998
CUSIP 774347 AN 8
Rockwell International Corporation,
a corporation duly organized and existing
under the laws of the State of Delaware
(herein referred to as the "Company"), for
value received, hereby promises to pay to
7-5/8% due 1998 7-5/8% due 1998
or registered assigns,
the principal sum of DOLLARS
on February 17, 1998, and to pay interest, semiannually on August 17 and
February 17 of each year, on said principal sum at the rate of 7-5/8% per
annum, from the Interest Payment Date next preceding the date of this
Security to which interest has been paid on this Security, unless the date
hereof is a date to which interest has been paid, in which case from the
date of this Security unless no interest has been paid on this Security
since the Original Issuance Date hereof, in which case from the Interest
Payment Date next preceding such Original Issuance Date (unless such
Original Issuance Date was an August 17 or February 17, in which case from
such Original Issuance Date), until payment of said principal sum has been
made or duly provided for. Notwithstanding the foregoing, if the date
hereof is after an August 1 or February 1, as the case may be, and before
the following Interest Payment Date, this Security shall bear interest from
such Interest Payment Date; PROVIDED, HOWEVER, that if the Company shall
default in the payment of interest due on such Interest Payment Date, then
this Security shall bear interest from the next preceding Interest Payment
Date to which interest has been paid, or, if no interest has been paid on
this Security since the Original Issuance Date of this Security, from the
August 17 or February 17 next preceding such Original Issuance Date (unless
such Original Issuance Date was an August 17 or February 17, in which case
from such Original Issuance Date). The interest so payable on any Interest
Payment Date will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close
of business on the August 1 or February 1, as the case may be, next
preceding such Interest Payment Date. The principal of and interest on
this Security are payable in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts at the office or agency of the Company in the Place of
Payment, and at such other locations as the Company may from time to time
designate; PROVIDED, that interest may be paid, at the option of the
Company, by check mailed to the Person entitled thereto at his address last
<PAGE>
appearing on the Security Register. Any interest not punctually paid or
duly provided for shall be payable as provided in said Indenture.
Reference is made to the further provisions of this Security set forth
on the reverse hereof. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee by the manual signature of one of its authorized officers, this
Security shall not be entitled to any benefit under the Indenture, or be
valid or obligatory for any purpose.
[the word "REGISTERED" is superimposed over the foregoing text]
IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT TO BE DULY
EXECUTED UNDER ITS CORPORATE SEAL.
Dated:
ROCKWELL INTERNATIONAL CORPORATION
Attest: /s/ WILLIAM J. CALISE, JR. By /s/ DONALD R. BEALL
SECRETARY CHAIRMAN OF THE BOARD
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
CHEMICAL BANK
as Trustee
By
Authorized Officer
[Rockwell International Corporation Corporate Seal]
[REVERSE OF NOTE]
ROCKWELL INTERNATIONAL CORPORATION
7-5/8% Note due February 17, 1998
This Security is one of a duly authorized issue of Securities of the
Company designated as its 7-5/8% Notes due February 17, 1998 (Securities of
such series being hereinafter called the "Securities"), limited in
aggregate principal amount to $300,000,000, issued under an Indenture dated
as of October 1, 1982, as supplemented by the First Supplemental Indenture,
dated as of February 27, 1987 (hereinafter called the "Indenture"), between
the Company and Chemical Bank (as successor by merger to Manufacturers
Hanover Trust Company), as Trustee (hereinafter called the "Trustee", which
term includes any successor trustee under the Indenture with respect to the
Securities of this series), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Company, the Trustee and the Holders of
the Securities, and the terms upon which the Securities are, and are to be,
authenticated and delivered.
<PAGE>
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest
on this Security at the times, place and rate, and in the coin and
currency, herein prescribed.
This Security is not redeemable prior to maturity.
As provided in the Indenture and subject to certain limitations
therein set forth, this Security may be registered for transfer on the
Security Register of the Company, upon surrender of this Security for
registration of transfer at the office or agency of the Company in the
Place of Payment, and at such other locations as the Company may from time
to time designate, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar
duly executed by, the Registered Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities, of
authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
The Securities are issuable only as registered Securities without
coupons in the denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture, and subject to certain limitations therein
set forth, Securities are exchangeable for a like aggregate principal
amount of Securities of different authorized denominations, as requested by
the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Company may be require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this
Security, the Company, the Trustee, the Security Registrar, the Paying
Agent and any agent of any one thereof may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether
or not this Security be overdue, and neither the Company, the Trustee, the
Security Registrar, the Paying Agent nor any such agent shall be affected
by notice to the contrary.
If an Event of Default, as defined in the Indenture, with respect to
the Securities shall occur, the principal of all the Securities may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company with respect to the Securities and the rights of the Holders of
the Securities under the Indenture at any time by the Company with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal
amount of the Securities at the time Outstanding, on behalf of the Holders
of all the Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof
<PAGE>
whether or not a notation of such consent or waiver is made upon this
Security.
No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
The Company at its option, subject to the terms and conditions
contained in the Indenture, (a) will be discharged from any and all
obligations in respect of the Securities (except for certain obligations to
register the transfer and exchange of such Securities, to replace
mutilated, destroyed, lost or stolen Securities, to compensate, reimburse
and indemnify the Trustee, to maintain an office or agency with respect to
the Securities and to hold moneys for payment in trust) or (b) may omit to
comply with certain restrictive covenants contained in the Indenture, in
each case upon irrevocable deposit with the Trustee in trust of money or
U.S. government securities (as described in the Indenture) or a combination
thereof, which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount
sufficient to discharge the principal of and interest on such Securities on
the Stated Maturity of such principal or interest.
Except as otherwise defined herein, all terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - Custodian
-------------- --------------
(Cust) (Minor)
under Uniform Gifts to Minors
Act
----------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
----------------------------
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
<PAGE>
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
|----------------------------------|
| |
| |
| |
|----------------------------------|--------------------------------------
- --------------------------------------------------------------------------
Please print or typewrite name and address including postal zip code of
assignee
- --------------------------------------------------------------------------
the within Note and all rights thereunder, and hereby irrevocably
constituting and appointing
- -----------------------------------------------------------------attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
----------------------
-----------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
the within instrument in every
particular, without alteration or
enlargement or any change whatever.
<PAGE>
Exhibit 4-b
[FACE OF NOTE]
NUMBER DOLLARS
R
REGISTERED [Logo of Rockwell International Corporation] REGISTERED
ROCKWELL INTERNATIONAL CORPORATION
7-7/8% Note due February 15, 2005
CUSIP 774347 AQ 1
Rockwell International Corporation,
a corporation duly organized and existing
under the laws of the State of Delaware
(herein referred to as the "Company"), for
value received, hereby promises to pay to
7-7/8% due 2005 7-7/8% due 2005
or registered assigns,
the principal sum of DOLLARS
on February 15, 2005, and to pay interest, semiannually on August 15 and
February 15 of each year, on said principal sum at the rate of 7-7/8% per
annum, from the Interest Payment Date next preceding the date of this
Security to which interest has been paid on this Security, unless the date
hereof is a date to which interest has been paid, in which case from the
date of this Security unless no interest has been paid on this Security
since the Original Issuance Date hereof, in which case from the Interest
Payment Date next preceding such Original Issuance Date (unless such
Original Issuance Date was an August 15 or February 15, in which case from
such Original Issuance Date), until payment of said principal sum has been
made or duly provided for. Notwithstanding the foregoing, if the date
hereof is after an August 1 or February 1, as the case may be, and before
the following Interest Payment Date, this Security shall bear interest from
such Interest Payment Date; PROVIDED, HOWEVER, that if the Company shall
default in the payment of interest due on such Interest Payment Date, then
this Security shall bear interest from the next preceding Interest Payment
Date to which interest has been paid, or, if no interest has been paid on
this Security since the Original Issuance Date of this Security, from the
August 15 or February 15 next preceding such Original Issuance Date (unless
such Original Issuance Date was an August 15 or February 15, in which case
from such Original Issuance Date). The interest so payable on any Interest
Payment Date will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close
of business on the August 1 or February 1, as the case may be, next
preceding such Interest Payment Date. The principal of and interest on
this Security are payable in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts at the office or agency of the Company in the Place of
Payment, and at such other locations as the Company may from time to time
designate; PROVIDED, that interest may be paid, at the option of the
Company, by check mailed to the Person entitled thereto at his address last
<PAGE>
appearing on the Security Register. Any interest not punctually paid or
duly provided for shall be payable as provided in said Indenture.
Reference is made to the further provisions of this Security set forth
on the reverse hereof. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee by the manual signature of one of its authorized officers, this
Security shall not be entitled to any benefit under the Indenture, or be
valid or obligatory for any purpose.
[the word "REGISTERED" is superimposed over the foregoing text]
IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT TO BE DULY
EXECUTED UNDER ITS CORPORATE SEAL.
Dated:
ROCKWELL INTERNATIONAL CORPORATION
Attest: /s/ WILLIAM J. CALISE, JR. By /s/ DONALD R. BEALL
SECRETARY CHAIRMAN OF THE BOARD
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
CHEMICAL BANK
as Trustee
By
Authorized Officer
[Rockwell International Corporation Corporate Seal]
[REVERSE OF NOTE]
ROCKWELL INTERNATIONAL CORPORATION
7-7/8% Note due February 15, 2005
This Security is one of a duly authorized issue of Securities of the
Company designated as its 7-7/8% Notes due February 15, 2005 (Securities of
such series being hereinafter called the "Securities"), limited in
aggregate principal amount to $200,000,000, issued under an Indenture dated
as of October 1, 1982, as supplemented by the First Supplemental Indenture,
dated as of February 27, 1987 (hereinafter called the "Indenture"), between
the Company and Chemical Bank (as successor by merger to Manufacturers
Hanover Trust Company), as Trustee (hereinafter called the "Trustee", which
term includes any successor trustee under the Indenture with respect to the
Securities of this series), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Company, the Trustee and the Holders of
the Securities, and the terms upon which the Securities are, and are to be,
authenticated and delivered.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company,
<PAGE>
which is absolute and unconditional, to pay the principal of and interest
on this Security at the times, place and rate, and in the coin and
currency, herein prescribed.
This Security is not redeemable prior to maturity.
As provided in the Indenture and subject to certain limitations
therein set forth, this Security may be registered for transfer on the
Security Register of the Company, upon surrender of this Security for
registration of transfer at the office or agency of the Company in the
Place of Payment, and at such other locations as the Company may from time
to time designate, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar
duly executed by, the Registered Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities, of
authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
The Securities are issuable only as registered Securities without
coupons in the denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture, and subject to certain limitations therein
set forth, Securities are exchangeable for a like aggregate principal
amount of Securities of different authorized denominations, as requested by
the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Company may be require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this
Security, the Company, the Trustee, the Security Registrar, the Paying
Agent and any agent of any one thereof may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether
or not this Security be overdue, and neither the Company, the Trustee, the
Security Registrar, the Paying Agent nor any such agent shall be affected
by notice to the contrary.
If an Event of Default, as defined in the Indenture, with respect to
the Securities shall occur, the principal of all the Securities may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company with respect to the Securities and the rights of the Holders of
the Securities under the Indenture at any time by the Company with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal
amount of the Securities at the time Outstanding, on behalf of the Holders
of all the Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof
whether or not a notation of such consent or waiver is made upon this
Security.
<PAGE>
No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
The Company at its option, subject to the terms and conditions
contained in the Indenture, (a) will be discharged from any and all
obligations in respect of the Securities (except for certain obligations to
register the transfer and exchange of such Securities, to replace
mutilated, destroyed, lost or stolen Securities, to compensate, reimburse
and indemnify the Trustee, to maintain an office or agency with respect to
the Securities and to hold moneys for payment in trust) or (b) may omit to
comply with certain restrictive covenants contained in the Indenture, in
each case upon irrevocable deposit with the Trustee in trust of money or
U.S. government securities (as described in the Indenture) or a combination
thereof, which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount
sufficient to discharge the principal of and interest on such Securities on
the Stated Maturity of such principal or interest.
Except as otherwise defined herein, all terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - Custodian
-------------- --------------
(Cust) (Minor)
under Uniform Gifts to Minors
Act
----------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
----------------------------
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
<PAGE>
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
|----------------------------------|
| |
| |
| |
|----------------------------------|--------------------------------------
- --------------------------------------------------------------------------
Please print or typewrite name and address including postal zip code of
assignee
- --------------------------------------------------------------------------
the within Note and all rights thereunder, and hereby irrevocably
constituting and appointing
- -----------------------------------------------------------------attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
----------------------
-----------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
the within instrument in every
particular, without alteration or
enlargement or any change whatever.
