<PAGE> 1
Filed pursuant to Rule 424(b)(2)
Registration No. 33-58575
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 19, 1995)
$300,000,000
ROCKWELL INTERNATIONAL CORPORATION
6 5/8% NOTES DUE JUNE 1, 2005
------------------------
Interest payable June 1 and December 1
------------------------
The Notes are not redeemable prior to maturity.
------------------------
Application will be made to list the Notes on the New York Stock Exchange
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
PRICE 99.672% AND ACCRUED INTEREST
------------------------
<TABLE>
<CAPTION>
UNDERWRITING
DISCOUNTS
PRICE TO AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3)
------------- ----------- -------------
<S> <C> <C> <C>
Per Note.................... 99.672% .336% 99.336%
Total....................... $299,016,000 $1,008,000 $298,008,000
</TABLE>
- ------------
(1) Plus accrued interest from June 1, 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3) Before deducting expenses payable by the Company estimated to be
$435,000.
------------------------
The Notes are offered, subject to prior sale, when, as and if accepted by
the several Underwriters and subject to approval of certain legal matters by
Cravath, Swaine & Moore, counsel for the Underwriters. It is expected that
delivery of the Notes will be made on or about June 13, 1995 at the office of
Morgan Stanley & Co. Incorporated, New York, New York, against payment therefor
in New York funds.
------------------------
MORGAN STANLEY & CO. LEHMAN BROTHERS
Incorporated
June 8, 1995
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE NOTES OFFERED
HEREBY AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
NO PERSON IS AUTHORIZED BY THE COMPANY OR BY THE UNDERWRITERS OR ANY DEALER
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN SO AUTHORIZED. NEITHER
THIS PROSPECTUS SUPPLEMENT NOR THE ACCOMPANYING PROSPECTUS CONSTITUTES AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT OR AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS OR ANY
SALE MADE HEREUNDER DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE ON WHICH SUCH
INFORMATION IS GIVEN.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
PAGE
----
<S> <C>
Recent Developments.................................................................... S-3
Use of Proceeds........................................................................ S-3
Selected Financial Information......................................................... S-3
Description of Notes................................................................... S-5
Underwriting........................................................................... S-5
Legal Opinion.......................................................................... S-6
</TABLE>
PROSPECTUS
<TABLE>
<S> <C>
Documents Incorporated by Reference..................................................... 2
Available Information................................................................... 2
The Company............................................................................. 3
Recent Developments..................................................................... 3
Use of Proceeds......................................................................... 3
Selected Financial Information.......................................................... 4
Plan of Distribution.................................................................... 5
Description of Debt Securities.......................................................... 6
Legal Matters........................................................................... 10
Experts................................................................................. 10
</TABLE>
S-2
<PAGE> 3
RECENT DEVELOPMENTS
The following information replaces the information set forth under the
heading "RECENT DEVELOPMENTS" in the accompanying Prospectus dated April 19,
1995.
In December 1994 the Company acquired approximately 62% of the outstanding
common stock on a fully-diluted basis (constituting approximately 88% of the
outstanding voting common stock) of Reliance Electric Company (Reliance), a
major manufacturer of industrial products and telecommunications equipment with
annual sales of $1.7 billion. Pursuant to a merger agreement between the Company
and Reliance, the Company effected on January 27, 1995 a merger in which
Reliance became a wholly-owned subsidiary of the Company. The aggregate purchase
price for Reliance was approximately $1.6 billion. On June 6, 1995, the Company
entered into a definitive agreement to sell Reliance's telecommunications
business, which has annual sales of approximately $460 million, to K-Tec
Holdings, Inc., an affiliate of Kohlberg Kravis Roberts & Co., for a total cash
purchase price of approximately $475 million. The sale is subject to customary
approvals, including antitrust clearance, and to financing for which a
commitment has been provided by a major commercial bank. The proceeds of the
sale will be applied to repay commercial paper notes or other short-term
borrowings by the Company, the proceeds of which were applied toward the
purchase price for Reliance. Certain financial information regarding Reliance
and certain unaudited pro forma financial information in respect of the Company
and Reliance is included in the Company's Current Report on Form 8-K dated
December 21, 1994 and the Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended December 31, 1994 and March 31, 1995, each of which is
incorporated herein by reference.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Notes
offered hereby will be applied to repay commercial paper notes of the Company
which on June 8, 1995 had an interest rate of 6.22%. The proceeds of such
commercial paper notes were applied toward the approximately $1.6 billion
purchase price for Reliance.
SELECTED FINANCIAL INFORMATION
The following summary of financial information of the Company and its
subsidiaries was excerpted or derived from, and should be read in conjunction
with, the financial statements and other information and data contained in the
Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
1995 and 1994. The balance sheet data at March 31, 1995 include assets acquired
and liabilities assumed in the Reliance acquisition. The income statement data
for the six months ended March 31, 1995 include the results of operations of
Reliance (exclusive of its telecommunications business) commencing January 1,
1995. Information as of March 31, 1995 and 1994 and for the six-month periods
then ended is unaudited, but in the opinion of management of the Company,
contains all adjustments (consisting of normal recurring adjustments) necessary
for a fair presentation of the results of operations for such interim periods.
The results of operations for the six-month period ended March 31, 1995 are not
necessarily indicative of the results that may be expected for the fiscal year
ending September 30, 1995. See "Selected Financial Information" in the
Prospectus.
S-3
<PAGE> 4
<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
-----------------------
1995 1994
--------- --------
(UNAUDITED)
(IN MILLIONS, EXCEPT
PER SHARE
AND RATIO AMOUNTS)
<S> <C> <C>
INCOME STATEMENT DATA:
Sales
Electronics
Automation.................................................... $ 1,546 $ 973
Avionics/Telecom/Defense...................................... 1,344 1,468
--------- --------
Total Electronics.......................................... 2,890 2,441
Aerospace....................................................... 1,187 1,268
Automotive...................................................... 1,539 1,255
Graphic Systems................................................. 368 287
--------- --------
Sales of Ongoing Businesses........................................ 5,984 5,251
Divested Business(1)............................................... 111
--------- --------
Total.................................................... $ 5,984 $ 5,362
======== =======
Operating Earnings
Electronics
Automation.................................................... $ 229.6 $ 124.6
Avionics/Telecom/Defense...................................... 164.7 222.8
--------- --------
Total Electronics.......................................... 394.3 347.4
Aerospace....................................................... 171.7 175.3
Automotive...................................................... 109.8 60.7
Graphic Systems................................................. 38.2 14.1
--------- --------
Operating Earnings of Ongoing Businesses........................ 714.0 597.5
Divested Business(1)............................................ 3.5
--------- --------
Total.................................................... $ 714.0 $ 601.0
======== =======
Interest Expense................................................... $ 67.6 $ 51.0
======== =======
Net Income......................................................... $ 356.1 $ 304.2
======== =======
Earnings Per Common Share
Primary......................................................... $ 1.64 $ 1.38
Fully Diluted................................................... 1.61 1.35
BALANCE SHEET DATA: (at end of period)
Working Capital.................................................... $ 1,423.2 $1,878.4
Total Assets....................................................... 12,662.0 9,783.1
Long-Term Debt..................................................... 1,480.3 842.2
Shareowners' Equity................................................ 3,496.4 3,108.5
RATIO OF EARNINGS TO FIXED CHARGES(2)................................ 6.5
PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES(2)(3)................... 5.4
</TABLE>
- ---------------
(1) Divested business is the Automotive Plastics business sold in August 1994.
(2) In computing the ratio of earnings to fixed charges, earnings are defined as
income before income taxes adjusted for minority interest in income or loss
of subsidiaries, undistributed earnings of affiliates and fixed charges
exclusive of capitalized interest. Fixed charges consist of interest on
borrowings and that portion of rentals deemed representative of the interest
factor.
(3) The pro forma ratio of earnings to fixed charges assumes that the Company's
acquisition of Reliance, and the divestiture of Reliance's
telecommunications business, occurred at the beginning of fiscal 1995. The
Company's Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1995, which is incorporated herein by reference, provides additional
information and assumptions in respect of such pro forma ratio and the
impact of the Reliance acquisition.
S-4
<PAGE> 5
DESCRIPTION OF NOTES
The Notes offered hereby constitute a series of Debt Securities described
in the accompanying Prospectus and will be limited to $300,000,000 aggregate
principal amount and will be issued only in registered form in denominations of
$1,000 and any integral multiple thereof. Reference should be made to the
accompanying Prospectus for a detailed summary of additional provisions of the
Notes and of the Indenture under which the Notes are issued. Chemical Bank (as
successor by merger to Manufacturers Hanover Trust Company) is the Trustee under
the Indenture.
INTEREST
The Notes will bear interest at the rate per annum set forth on the cover
page of this Prospectus Supplement. Interest on the Notes will be payable
semi-annually on June 1 and December 1 of each year, beginning December 1, 1995,
to the persons in whose names the Notes are registered at the close of business
on May 15 or November 15, as the case may be, preceding such June 1 or December
1 and will be paid by check mailed to such persons.
DEFEASANCE
The provisions of the Indenture relating to defeasance described under
"Description of Debt Securities -- Defeasance and Covenant Defeasance" in the
accompanying Prospectus apply to the Notes.
REDEMPTION
The Notes are not redeemable prior to maturity.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to each of the Underwriters named
below, and each of the Underwriters has severally and not jointly agreed to
purchase, the amount of the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- ---------
<S> <C>
Morgan Stanley & Co. Incorporated...................................... $250,000,000
Lehman Brothers Inc. .................................................. 50,000,000
------------
Total........................................................ $300,000,000
===========
</TABLE>
The Underwriting Agreement provides that the obligation of the Underwriters
to pay for and accept delivery of the Notes is subject to the approval of
certain legal matters by their counsel and to certain other conditions. Under
the terms and conditions of the Underwriting Agreement, the Underwriters are
committed to take and pay for all of the Notes if any are taken.
The Company has been advised by the Underwriters that they initially
propose to offer the Notes in part directly to purchasers at the initial public
offering price set forth on the cover page of this Prospectus Supplement and in
part to certain securities dealers at such price less a concession of .30% of
the principal amount of the Notes. The Underwriters may allow, and such dealers
may reallow, a concession not to exceed .15% of the principal amount of the
Notes to certain brokers and dealers. After the initial offering of the Notes,
the offering price and other selling terms may from time to time be varied by
the Underwriters.
S-5
<PAGE> 6
Application will be made to list the Notes on the New York Stock Exchange.
The Underwriting Agreement provides that the Company will indemnify the
several Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, as amended, and will be required to contribute to
payments which the Underwriters may be required to make in respect thereof.
From time to time certain Underwriters have provided, and continue to
provide, investment banking services to the Company.
LEGAL OPINION
The validity of the Notes offered hereby will be passed upon for the
Underwriters by Cravath, Swaine & Moore, New York, New York.
S-6
<PAGE> 7
PROSPECTUS
- ----------
ROCKWELL INTERNATIONAL CORPORATION
DEBT SECURITIES
------------------
Rockwell International Corporation (the Company) intends to offer from time
to time up to $300,000,000 aggregate principal amount of its debt securities of
one or more series (the Debt Securities) on terms to be determined at the time
of sale. The specific designation, aggregate principal amount, authorized
denominations, purchase price, maturity, rate and time of payment of interest,
any redemption terms or other specific terms and any listing on a securities
exchange of the series of Debt Securities in respect of which this Prospectus is
being delivered (Offered Debt Securities) are set forth in the accompanying
Prospectus Supplement, together with the terms of offering of the Offered Debt
Securities.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------
The Debt Securities will be sold directly, through agents designated from
time to time or through underwriters or dealers. If any agents of the Company or
any underwriters are involved in the sale of the Offered Debt Securities in
respect of which this Prospectus is being delivered, the names of such agents or
underwriters and any applicable commissions or discounts are set forth in the
Prospectus Supplement. The net proceeds to the Company from such sale are also
set forth in the Prospectus Supplement.
------------------
THE DATE OF THIS PROSPECTUS IS APRIL 19, 1995.
<PAGE> 8
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which are on file (file number 1-1035) with the
Securities and Exchange Commission (the Commission), are incorporated herein by
reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1994; and
(c) The Company's Current Reports on Form 8-K dated December 21, 1994
and February 23, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act),
subsequent to the date of this Prospectus and prior to the termination of the
offering of the Debt Securities hereunder shall be deemed to be incorporated
herein by reference and shall be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes that statement. Any such
statement so modified or superseded shall not constitute a part of this
Prospectus, except as so modified or superseded.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the information incorporated by reference in the
Registration Statement of which this Prospectus is a part (not including
exhibits to such information unless such exhibits are specifically incorporated
by reference into such information). Such request should be directed to Mr. T.
J. Joyce, Vice President, Investor Relations, Rockwell International
Corporation, 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3123 (telephone
number (412) 565-7436).
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information relating to its business, financial condition and other matters with
the Commission. This Prospectus contains information concerning the Company but
does not contain all of the information set forth in the Registration Statement
and exhibits thereto, or amendments thereto, which the Company has filed or may
file with the Commission under the Securities Act of 1933, as amended (the
Securities Act). Such reports, proxy statements, Registration Statement and
exhibits and other information filed by the Company can be inspected and copied
at the public reference facilities of the Commission at the Commission's office
at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Regional Offices
of the Commission at 13th Floor, 7 World Trade Center, New York, New York 10048
and Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material may also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
Certain securities of the Company are listed on the New York, Boston,
Chicago, Pacific and Philadelphia Stock Exchanges. Reports, proxy statements and
other information concerning the Company can be inspected at such exchanges.
------------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS, IF ANY, MAY OVERALLOT
OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE DEBT
SECURITIES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
2
<PAGE> 9
THE COMPANY
The Company is a diversified corporation engaged in research, development
and manufacture of many products for commercial and government markets. In
fiscal 1994, 65% of the Company's total sales were made to U.S. commercial and
international customers, 20% of the Company's total sales were made under United
States Government defense contracts and subcontracts, and 15% of the Company's
total sales were made under contracts with the National Aeronautics and Space
Administration for space activities. As used herein the term "the Company"
includes subsidiaries and predecessors unless the context indicates otherwise.
The Company operates in four business segments, which are engaged in
research, development and manufacture of diversified products as follows:
Electronics--industrial automation equipment and systems; avionics
products and systems and related communications technologies primarily used
in commercial and military aircraft; semiconductor-based subsystems
including fax and data modems, global positioning system receiver engines
and gallium arsenide devices; and defense electronics systems and products
for precision guidance and control, for tactical weapons, and for command,
control, communications and intelligence.
Aerospace--manned and unmanned space systems, rocket engines, military
aircraft and modifications, military and commercial aircraft structural
components, advanced space-based surveillance systems and high-energy laser
and other directed-energy programs.
Automotive--components and systems for heavy- and medium-duty trucks,
buses, trailers and heavy-duty off-highway vehicles (Heavy Vehicle
Systems); and components and systems for light trucks and passenger cars
(Light Vehicle Systems).
Graphic Systems--high-speed printing presses and related graphic arts
equipment.
The Company, a Delaware corporation organized in 1928, has its principal
executive offices at 2201 Seal Beach Boulevard, Seal Beach, California
90740-8250 (telephone number (412) 565-4090 (Office of the Secretary)).
RECENT DEVELOPMENTS
In December 1994 the Company acquired approximately 62% of the outstanding
common stock on a fully-diluted basis (constituting approximately 88% of the
outstanding voting common stock) of Reliance Electric Company (Reliance), a
major manufacturer of industrial products and telecommunications equipment with
annual sales of $1.7 billion. Pursuant to a merger agreement between the Company
and Reliance, the Company effected on January 27, 1995 a merger in which
Reliance became a wholly-owned subsidiary of the Company. The aggregate purchase
price for Reliance was approximately $1.6 billion. The Company intends to divest
Reliance's telecommunications business, which has annual sales of approximately
$460 million. Certain financial information regarding Reliance and certain
unaudited pro forma financial information in respect of the Company and Reliance
is included in the Company's Current Report on Form 8-K dated December 21, 1994
and in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1994, each of which is incorporated herein by reference.
USE OF PROCEEDS
Except as may otherwise be set forth in the Prospectus Supplement, the net
proceeds to be received by the Company from the sale of the Debt Securities
offered hereby will be applied to repay commercial paper notes or other
borrowings by the Company, the proceeds of which were applied toward the
approximately $1.6 billion purchase price for Reliance. Pending such
application, the net proceeds of the Debt Securities will be used for short-term
investments or other general corporate purposes.
3
<PAGE> 10
SELECTED FINANCIAL INFORMATION
The following summary of financial information of the Company and its
subsidiaries was excerpted or derived from, and should be read in conjunction
with, the financial statements and other information and data incorporated by
reference or contained in the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 and in the Company's Quarterly Reports on
Form 10-Q for the fiscal quarters ended December 31, 1994 and 1993. Certain
prior year amounts have been reclassified to conform to current year
presentation. The balance sheet data at December 31, 1994 include assets
acquired and liabilities assumed in the Reliance acquisition recorded at
estimated fair values determined by the Company's management based on
information currently available. The income statement data for the three months
ended December 31, 1994 do not include any results of operations of Reliance.
Information as of December 31, 1994 and 1993 and for the three-month periods
then ended is unaudited, but in the opinion of management of the Company,
contains all adjustments (consisting of normal recurring adjustments) necessary
for a fair presentation of the results of operations for such interim periods.
The results of operations for the three-month period ended December 31, 1994 are
not necessarily indicative of the results that may be expected for the fiscal
year ending September 30, 1995.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31, FISCAL YEAR ENDED SEPTEMBER 30,
---------------------- -------------------------------------------------------------
1994 1993 1994 1993 1992 1991 1990
--------- -------- -------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
INCOME STATEMENT DATA:
Sales:
Electronics...................... $ 1,180 $ 1,184 $ 5,015 $ 4,666 $ 4,620 $ 4,645 $ 4,507
Aerospace........................ 555 610 2,627 3,006 3,169 3,535 3,781
Automotive....................... 724 599 2,644 2,348 2,269 2,154 2,340
Graphic Systems.................. 164 155 655 632 688 962 967
--------- -------- -------- -------- --------- -------- --------
Sales of Ongoing Businesses...... 2,623 2,548 10,941 10,652 10,746 11,296 11,595
Divested businesses(1)........... 53 182 188 164 631 784
--------- -------- -------- -------- --------- -------- --------
Total...................... $ 2,623 $ 2,601 $ 11,123 $ 10,840 $ 10,910 $ 11,927 $ 12,379
======== ======= ======= ======= ======== ======= =======
Operating Earnings:
Electronics...................... $ 161.6 $ 168.9 $ 688.0 $ 598.1 $ 485.4 $ 547.7 $ 534.1
Aerospace........................ 86.2 81.7 372.2 369.2 327.9 408.9 446.9
Automotive....................... 48.9 35.1 113.7 134.5 106.7 60.9 129.2
Graphic Systems(2)............... 16.8 8.9 31.2 14.8 21.5 121.0 118.6
--------- -------- -------- -------- --------- -------- --------
Operating Earnings of Ongoing
Businesses..................... 313.5 294.6 1,205.1 1,116.6 941.5 1,138.5 1,228.8
Divested Businesses(1)........... (0.1) 17.1 (8.4) 19.3 376.8 54.2
Restructuring of Businesses(3)... (271.5)
--------- -------- -------- -------- --------- -------- --------
Total...................... $ 313.5 $ 294.5 1,222.2 1,108.2 960.8 1,243.8 1,283.0
======== ======= ======= ======= ======== ======= =======
Interest Expense................... $ 23.0 $ 26.0 $ 96.6 $ 104.1 $ 107.4 $ 135.1 $ 144.3
======== ======= ======= ======= ======== ======= =======
Income Before Change in
Accounting(4).................... 164.7 149.5 634.1 561.9 483.0 600.5 624.3
Cumulative Effect of Change in
Accounting for Retirement Medical
Benefits(4)...................... (1,519.0)
--------- -------- -------- -------- --------- -------- --------
Net Income (Loss).................. $ 164.7 $ 149.5 $ 634.1 $ 561.9 $(1,036.0) $ 600.5 $ 624.3
======== ======= ======= ======= ======== ======= =======
Earnings Per Common Share(4):
Primary:
Before Change in Accounting.... $ .76 $ .68 $ 2.87 $ 2.55 $ 2.16 $ 2.57 $ 2.56
Cumulative Effect of Change in
Accounting for Retirement
Medical Benefits............. (6.78)
--------- -------- -------- -------- --------- -------- --------
Net Income (Loss)................ $ .76 $ .68 $ 2.87 $ 2.55 $ (4.62) $ 2.57 $ 2.56
======== ======= ======= ======= ======== ======= =======
Fully Diluted:
Before Change in Accounting.... $ .74 $ .66 $ 2.82 $ 2.51 $ 2.14 $ 2.54 $ 2.53
Cumulative Effect of Change in
Accounting for Retirement
Medical Benefits............. (6.70)
--------- -------- -------- -------- --------- -------- --------
Net Income (Loss)................ $ .74 $ .66 $ 2.82 $ 2.51 $ (4.56) $ 2.54 $ 2.53
======== ======= ======= ======= ======== ======= =======
Average Common Shares Outstanding:
Primary.......................... 218.0 221.2 220.5 219.8 223.6 233.7 244.1
======== ======= ======= ======= ======== ======= =======
Fully Diluted.................... 221.4 225.2 224.5 224.3 226.1 236.8 247.2
======== ======= ======= ======= ======== ======= =======
</TABLE>
4
<PAGE> 11
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31, FISCAL YEAR ENDED SEPTEMBER 30,
---------------------- -------------------------------------------------------------
1994 1993 1994 1993 1992 1991 1990
--------- -------- -------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN MILLIONS, EXCEPT RATIO AMOUNTS)
BALANCE SHEET DATA:
(at end of period)
Working Capital.................. $ 1,437.6 $2,036.9 $1,908.0 $2,000.5 $ 1,726.8 $1,501.1 $ 931.9
Total Assets..................... 12,187.5 9,758.1 9,860.8 9,694.8 9,731.0 9,375.5 9,634.7
Long-Term Debt................... 1,495.8 1,022.3 831.0 1,028.2 1,035.4 740.3 552.9
Shareowners' Equity.............. 3,379.3 3,043.2 3,355.6 2,956.0 2,778.0 4,223.7 4,185.9
RATIO OF EARNINGS TO FIXED
CHARGES(5)....................... 7.8 7.4 6.5 5.5 6.0 6.0
PRO FORMA RATIO OF EARNINGS TO
FIXED CHARGES(5)(6).............. 5.0 4.6
</TABLE>
- ---------------
(1) Divested businesses include the sales, operating earnings and gains on sales
of significant businesses and product lines sold by the Company. Businesses
and product lines sold include the Automotive Plastics business in August
1994, the Flame Safeguard Controls product line in October 1991, the Network
Transmission Systems business and Steel Castings product line in 1991 and
the Sheet Fed Offset Printing Press product line in 1990.
(2) Earnings of the Graphic Systems segment have been adjusted to include
interest income related to customer financing receivables as follows (in
millions): three months ended December 31, 1994, $2.6; three months ended
December 31, 1993, $2.8; 1994, $11; 1993, $18.5; 1992, $16.8; 1991, $15.8;
and 1990, $19.1.
(3) In the fourth quarter of 1991 the Company recorded a provision for
restructuring of businesses which reduced net income by $186.1 million, or
80 cents per share. The provision consists principally of the estimated
costs for plant closings and product line consolidations in the Company's
commercial businesses. Restructuring of businesses relates to the business
segments earnings as follows (in millions): Automotive, $194.5; Graphic
Systems, $49.6; Electronics, $17.9; and General corporate-net, $9.5.
(4) During 1992 the Company adopted, effective October 1, 1991, Statement of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions", electing to record the
previously unrecognized prior service cost of such benefits on the immediate
recognition basis. The cumulative effect of the change in accounting for
such benefits is comprised of the initial accrual of the cost of retirement
medical benefits of $2,450 million and a related deferred income tax benefit
of $931 million. Also during 1992, the Company adopted, effective October 1,
1991, Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes". Adoption of these standards did not have a material effect on
1992 income before change in accounting.
(5) In computing the ratio of earnings to fixed charges, earnings are defined as
income before income taxes and change in accounting for retirement medical
benefits adjusted for minority interest in income or loss of subsidiaries,
undistributed earnings of affiliates and fixed charges exclusive of
capitalized interest. Fixed charges consist of interest on borrowings and
that portion of rentals deemed representative of the interest factor.
(6) The pro forma ratios of earnings to fixed charges assume that the Company's
acquisition of Reliance, and the divestiture of Reliance's
telecommunications business at book value, occurred at the beginning of the
respective period. The Company's Current Report on Form 8-K dated December
21, 1994 and the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1994, each of which is incorporated herein by
reference, provide additional information and assumptions in respect of such
pro forma ratios and the impact of the Reliance acquisition.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of three ways: (i) through
underwriters or dealers; (ii) directly to a limited number of purchasers or to a
single purchaser; or (iii) through agents. The Prospectus Supplement with
respect to the Offered Debt Securities sets forth the terms of the offering of
the Offered Debt Securities, including the name or names of any underwriters and
the respective amounts of the Offered Debt Securities underwritten or purchased
by each of them, the purchase price of the Offered Debt Securities and the
proceeds to the Company from such sale, any discounts, commissions or other
items constituting compensation from the Company, any initial public offering
price and any discounts, commissions or concessions allowed or reallowed or paid
to dealers and any securities exchanges on which the Offered Debt Securities may
be listed.
If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The Debt
Securities may be either offered to the public through underwriting syndicates
represented by managing underwriters, or directly by underwriters. Unless
otherwise set forth in the Prospectus Supplement, the obligations of the
underwriters to purchase the Offered Debt Securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all the
Offered Debt Securities if any are purchased. Any initial public offering
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price and any discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.
Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of the Offered Debt Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain purchasers to
purchase Offered Debt Securities from the Company at the public offering price
set forth in the Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such
contracts will be subject only to those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement will set forth the commission payable
for solicitation of such contracts.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which the agents or underwriters may be required to make in respect
thereof. Agents and underwriters may be customers of, engage in transactions
with, or perform services for the Company in the ordinary course of business.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture (the Indenture)
dated as of October 1, 1982 between the Company and Chemical Bank (as successor
by merger to Manufacturers Hanover Trust Company), as Trustee (the Trustee), as
supplemented by the First Supplemental Indenture (the First Supplemental
Indenture) dated as of February 27, 1987 between the Company and the Trustee.
The Indenture and the First Supplemental Indenture, copies of which may be
obtained from the Commission in the manner set forth above, are hereinafter
collectively referred to as the "Indenture". Certain provisions of the Indenture
are summarized below. Such summaries do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all provisions
of the Indenture, including the definitions therein of certain terms. Whenever
particular provisions of the Indenture or terms defined therein are referred to
herein, such provisions or definitions are incorporated by reference as a part
of the statements made, and the statements are qualified in their entirety by
such reference.
GENERAL
The Indenture does not limit the amount of Debt Securities which may be
issued thereunder and provides that Debt Securities may be issued thereunder up
to the aggregate principal amount which may be authorized from time to time by
the Company. Reference is made to the Prospectus Supplement for the following
terms of the Offered Debt Securities: (i) the designation, aggregate principal
amount and authorized denominations of the Offered Debt Securities; (ii) the
percentage of their principal amount at which such Offered Debt Securities will
be issued; (iii) the date or dates on which the Offered Debt Securities will
mature; (iv) the rate or rates per annum at which the Offered Debt Securities
will bear interest; (v) the dates on which any such interest will be payable and
the record dates for any such interest payments; and (vi) any mandatory or
optional redemption terms or other specific terms. Principal, premium, if any,
and interest will be payable, and the Debt Securities will be transferable, at
the corporate trust office of the Trustee in New York, New York, or at such
other locations as the Company may designate, provided that payment of interest
may be made at the option of the Company by check mailed to the address of the
person entitled thereto as it appears in the Debt Securities register.
The Debt Securities will be unsecured and will rank on a parity with all
other unsecured and unsubordinated indebtedness of the Company. Other than the
protections which may otherwise be afforded holders of Debt Securities as a
result of the operation of the covenants described under "Covenants", there are
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no covenants or other provisions which may afford holders of Debt Securities
protection in the event of a leveraged buyout or other highly leveraged
transaction involving the Company or any similar occurrence.
The Debt Securities will be issued only in fully registered form without
coupons. No service charge will be made for any transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
CERTAIN DEFINITIONS
"Restricted Subsidiary" means any Subsidiary of the Company other than an
Unrestricted Subsidiary. "Unrestricted Subsidiary" means any Subsidiary
designated as such from time to time by the Company. (sec. 1-1). Subject to
various limitations, the Company may from time to time designate any Restricted
Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a
Restricted Subsidiary. (sec. 10-9). Unrestricted Subsidiaries will not be
restricted by the various provisions of the Indenture applicable to Restricted
Subsidiaries, and the debt of Unrestricted Subsidiaries will not be consolidated
with that of the Company and its Restricted Subsidiaries in calculating
Consolidated Funded Debt under the Indenture.
"Secured Debt" means indebtedness (other than indebtedness among the
Company and Restricted Subsidiaries) for money borrowed, or other indebtedness
on which interest is paid or payable, which is secured by (a) a lien or other
encumbrance on any Principal Property of the Company or a Restricted Subsidiary
or the stock or indebtedness of a Restricted Subsidiary or (b) in the case of
indebtedness of the Company, a guarantee by a Restricted Subsidiary. (sec. 1-1).
"Funded Debt" means (a) indebtedness having a maturity of more than 12
months, (b) certain obligations in respect of lease rentals and (c) the higher
of the par value or liquidation value of preferred stock of Restricted
Subsidiaries that is not owned by the Company or a Wholly-owned Restricted
Subsidiary, but does not include certain debt subordinate to the Debt
Securities. (sec. 1-1).
"Principal Property" includes any real property (including buildings and
other improvements) of the Company or any Restricted Subsidiary, owned currently
or hereafter acquired (other than any pollution control facility, cogeneration
facility or small power production facility hereafter acquired), which (i) has a
book value in excess of 5% of Stockholders' Equity and (ii) in the opinion of
the Board of Directors is of material importance to the total business conducted
by the Company and its Restricted Subsidiaries as a whole. (sec. 1-1).
"Sale and Lease-Back Transaction" means, subject to certain exceptions,
sales or transfers of any Principal Property owned by the Company or any
Restricted Subsidiary which has been in full operation for more than 180 days
prior to such sale or transfer, where the Company or such Restricted Subsidiary
has the intention of leasing back such property for more than 36 months but
discontinuing the use of such property on or before the expiration of the term
of such lease. (sec. 10-6).
COVENANTS
Limitations on Liens. The Company and its Restricted Subsidiaries are
prohibited from incurring or guaranteeing any Secured Debt without equally and
ratably securing the Debt Securities. The foregoing restrictions are not
applicable to (i) Secured Debt existing at the date of the Indenture; (ii) liens
on property acquired or constructed after the date of the Indenture by the
Company or a Restricted Subsidiary and created contemporaneously with, or within
twelve months after, such acquisition or the completion of such construction to
secure all or any part of the purchase price of such property or the cost of
such construction; (iii) mortgages on property of the Company or a Restricted
Subsidiary created within twelve months of completion of construction of a new
plant or plants on such property to secure the cost of such construction; (iv)
liens on property existing at the time such property is acquired; (v) liens on
property or on the outstanding shares or indebtedness of a corporation existing
at the time such corporation becomes a Restricted Subsidiary; (vi) liens on
stock (except stock of Subsidiaries) acquired after the date of the Indenture if
the aggregate cost thereof does not exceed 10% of Stockholders' Equity; (vii)
liens securing indebtedness of a successor corporation to the Company to the
extent permitted by the Indenture; (viii) liens securing indebtedness of a
Restricted Subsidiary at the time it became a Restricted Subsidiary; (ix) liens
securing indebtedness of any person outstanding at the time it is merged with or
substantially all its properties are
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acquired by the Company or any Restricted Subsidiary; (x) liens created,
incurred or assumed in connection with an industrial revenue bond, pollution
control bond or similar financing arrangement between the Company or any
Restricted Subsidiary and any Federal, state, municipal government or other
governmental body or agency; (xi) extensions, renewals or replacements of the
foregoing permitted liens to the extent of the original amounts thereof; (xii)
liens in connection with government and other contracts; (xiii) certain liens in
connection with taxes or legal proceedings; (xiv) certain other liens not
related to the borrowing of money; and (xv) liens in connection with Sale and
Lease-Back Transactions as described under "Limitations on Sale and Lease-Back".
(sec. 10-5).
In addition, the Company and its Restricted Subsidiaries may have Secured
Debt not otherwise permitted or excepted without equally and ratably securing
the Debt Securities if the sum of (a) the amount of such Secured Debt plus (b)
the aggregate value of Sale and Lease-Back Transactions (subject to certain
exceptions) described below, does not exceed 10% of Stockholders' Equity. (sec.
10-5).
Limitations on Sale and Lease-Back. Sale and Lease-Back Transactions of
any Principal Property which has been in full operation for 180 days (except
leases for a temporary period not exceeding 36 months) are prohibited unless (a)
the Company or its Restricted Subsidiaries would be entitled to incur Secured
Debt equal to the amount realizable upon such sale or transfer secured by a
mortgage on the property to be leased without equally and ratably securing the
Debt Securities; or (b) an amount equal to the greater of net proceeds of the
sale or fair value of the property sold is applied (i) to the retirement of
Consolidated Funded Debt or indebtedness that was Funded Debt at the time it was
created or (ii) to the purchase of other Principal Property having a value at
least equal to the greater of such amounts; or (c) the Sale and Lease-Back
Transaction involved was an industrial revenue bond, pollution control bond or
similar financing arrangement between the Company or any Restricted Subsidiary
and any Federal, state, municipal government or other governmental body or
agency. (sec. 10-6).
Restrictions on Transfer of Principal Property to Unrestricted
Subsidiaries. The Company and its Restricted Subsidiaries are prohibited from
transferring, except for fair value, any Principal Property to any Unrestricted
Subsidiary, unless an amount equal to the fair value of such property is applied
to the retirement of Consolidated Funded Debt or indebtedness that was Funded
Debt at the time it was created. (sec. 10-10).
Limitations on Merger by Restricted Subsidiaries. The Company will not
permit a Restricted Subsidiary to consolidate with or merge into any other
corporation or to sell substantially all its assets to any person, except with,
into or to (i) the Company or a Wholly-owned Restricted Subsidiary, (ii) a
corporation which, after giving effect to such transaction, will be a Restricted
Subsidiary, or (iii) any other corporation if such Restricted Subsidiary does
not own any stock or Funded Debt or Secured Debt of any other Restricted
Subsidiary and the consolidation, merger or sale is for consideration and upon
terms deemed by the Company's Board of Directors to be adequate and
satisfactory. (sec. 10-8).
Certain Limitations on Merger of the Company. The Company may consolidate
with or merge into any other corporation, or transfer substantially all of its
property to any other person, provided certain specified conditions are met.
(sec.sec. 8-1 and 8-2). If, upon any merger or consolidation of the Company with
or into any other corporation or upon any transfer of substantially all of its
assets to any other person, any Principal Property of the Company or a
Restricted Subsidiary would thereupon become subject to any mortgage, security
interest, pledge, lien or encumbrance not otherwise permitted under the
Indenture, the Company will, prior to such transaction, secure the Debt
Securities, equally and ratably with any other indebtedness of the Company then
entitled to be so secured, by a direct lien on such Principal Property and
certain other properties. (sec. 8-3).
DEFEASANCE AND COVENANT DEFEASANCE
Defeasance. The Indenture provides as to any series of Debt Securities to
which the provisions described in this paragraph are made applicable, that the
Company will be discharged from any and all obligations in respect of the Debt
Securities of such series (except for certain obligations to register the
transfer and exchange of such Debt Securities, to replace mutilated, destroyed,
lost or stolen Debt Securities, to compensate, reimburse and indemnify the
Trustee, to maintain an office or agency with respect to the Debt Securities and
to hold moneys for payment in trust) upon irrevocable deposit with the Trustee,
in trust, of
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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 pay and discharge (i) the principal of (and premium, if any) and
each installment of principal of (and premium, if any) and interest on such Debt
Securities on the Stated Maturity of such principal or installment of principal
or interest and (ii) any mandatory sinking fund payments or analogous payments
applicable to Debt Securities of such series on the day on which such payments
are due and payable in accordance with the terms of the Indenture and such Debt
Securities. Such a trust may only be established if, among other things, the
Company has delivered to the Trustee an Opinion of Counsel (as specified in the
Indenture) to the effect that the Holders of such Debt Securities will not
recognize income, gain or loss for Federal income tax purposes as a result of
such deposit, defeasance and discharge and will be subject to Federal income tax
on the same amount and in the same manner and at the same times as would have
been the case if such deposit, defeasance and discharge had not occurred. Such
opinion must refer to or be based upon a ruling of the Internal Revenue Service
or a change in applicable Federal income tax law occurring after the date of the
Indenture. In the event of any such deposit and discharge, the Holders of such
Debt Securities would thereafter be entitled to look only to such trust fund for
payment of principal of (and premium, if any) and interest on the Debt
Securities. (sec. 4-3).
Covenant Defeasance. The Indenture provides as to any series of Debt
Securities to which the provisions described in this paragraph are made
applicable, that (i) the Company may omit to comply with the covenants contained
in sec.sec. 10-5 (Limitations on Liens), 10-6 (Limitations on Sale and
Lease-Back), 10-9 (Limitations on Change in Subsidiary Status) and 10-10
(Restriction on Transfer of Principal Property to Unrestricted Subsidiaries) of
the Indenture and (ii) such noncompliance shall not be deemed to be an Event of
Default under the Indenture and the Debt Securities upon irrevocable deposit
with the Trustee, in trust, of money or U.S. government securities 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 pay and discharge (x) the principal of (and premium, if any) and
each installment of principal of (and premium, if any) and interest on such Debt
Securities on the Stated Maturity of such principal or installment of principal
or interest and (y) any mandatory sinking fund payments or analogous payments
applicable to Debt Securities of such series on the day on which such payments
are due and payable in accordance with the terms of the Indenture and such Debt
Securities. Such a trust may only be established if, among other things, the
Company has delivered to the Trustee an Opinion of Counsel (as specified in the
Indenture) to the effect that the Holders of such Debt Securities will not
recognize income, gain or loss for Federal income tax purposes as a result of
such deposit and defeasance of certain obligations and will be subject to
Federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such deposit and defeasance had not
occurred. The obligations of the Company under the Indenture and Debt Securities
other than with respect to the covenants referred to above and the Events of
Default other than the Event of Default referred to above shall remain in full
force and effect. (sec. 10-12).
The Prospectus Supplement will state if any defeasance provision will apply
to the Debt Securities.
MODIFICATION OF INDENTURE AND WAIVER OF CERTAIN COVENANTS
With the consent of the holders of at least a majority in principal amount
of the outstanding Debt Securities of each series affected, the Trustee and the
Company may execute a supplemental indenture to change the Indenture or modify
the rights of the holders of Debt Securities of any such series, but, without
the consent of the holder of each outstanding Debt Security so affected, a
supplemental indenture may not, among other things, (i) change the maturity of
principal or interest on any Debt Security, or reduce the principal amount
thereof or the interest thereon or any premium payable on redemption, or (ii)
reduce the aforesaid percentage of holders of Debt Securities of such series
whose consent shall be required to authorize any such supplemental indenture.
(sec. 9-2).
The holders of a majority in principal amount of the Debt Securities of any
series at the time outstanding may waive compliance with certain covenants in
the Indenture with respect to Debt Securities of such series. (sec. 10-11).
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DEFAULTS AND CERTAIN RIGHTS ON DEFAULT
Unless otherwise provided with respect to the Debt Securities of any
series, an Event of Default with respect to any series of Debt Securities is
defined as being any of the following events and such other events as may be
established for the Debt Securities of such series: default for 30 days in
payment of any interest on the Debt Securities of such series; default in
payment of principal and premium, if any, on the Debt Securities of such series;
default for 5 days in payment of any sinking fund payment with respect to Debt
Securities of such series; default for 60 days after notice in performance of
any other covenant in the Indenture; or certain events of bankruptcy,
insolvency, receivership or reorganization relating to the Company. An Event of
Default with respect to Debt Securities of a particular series does not
necessarily constitute an Event of Default with respect to any other series. The
Company will be required to file with the Trustee annually a written statement
as to the fulfillment of its obligations under the Indenture. Unless otherwise
provided with respect to the Debt Securities of any series, in case an Event of
Default should occur and be continuing with respect to any series of Debt
Securities, the Trustee or the holders of at least 25% in principal amount of
the Debt Securities of such series then outstanding may declare the principal of
all the Debt Securities of such series to be due and payable. Such declaration
may, under certain circumstances, be rescinded by the holders of a majority in
principal amount of the Debt Securities of such series at the time outstanding.
(sec.sec. 5-1, 5-2 and 10-4).
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
shall be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the holders of Debt Securities,
unless such holders of Debt Securities shall have offered to the Trustee
reasonable security or indemnity. Subject to such provisions for indemnification
and certain limitations contained in the Indenture, the holders of a majority in
principal amount of the Debt Securities of any series at the time outstanding
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Debt Securities of such series.
Such holders may, in certain cases, waive any default with respect to Debt
Securities of such series except a default in payment of principal of, or
premium, if any, or interest on any of the Debt Securities of such series.
(sec.sec. 5-12, 5-13 and 6-3).
LEGAL MATTERS
The legality of the Debt Securities offered hereby has been passed upon for
the Company by Chadbourne & Parke, 30 Rockefeller Plaza, New York, New York
10112.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
1994 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their reports also incorporated herein by reference, and have been so
incorporated in reliance upon such reports given upon the authority of that firm
as experts in auditing and accounting. The consolidated financial statements of
Reliance incorporated in this Prospectus by reference to the Company's Current
Report on Form 8-K dated December 21, 1994 have been audited by Price Waterhouse
LLP, independent accountants, as stated in their report also incorporated herein
by reference, and have been so incorporated in reliance upon such report given
upon the authority of that firm as experts in auditing and accounting.
------------------
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES OFFERED HEREBY BY
ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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