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REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ROCKWELL INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 95-1054708
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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2201 SEAL BEACH BOULEVARD
SEAL BEACH, CALIFORNIA 90740-8250
(412) 565-4090 (Office of the Secretary)
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
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WILLIAM J. CALISE, JR., ESQ. PETER R. KOLYER, ESQ.
Senior Vice President, Chadbourne & Parke LLP
General Counsel and Secretary 30 Rockefeller Plaza
Rockwell International Corporation New York, New York 10112
625 Liberty Avenue (212) 408-5100
Pittsburgh, Pennsylvania 15222-3123
(412) 565-2905
(NAMES, ADDRESSES, INCLUDING ZIP CODE, AND TELEPHONE NUMBERS,
INCLUDING AREA CODE, OF AGENTS FOR SERVICE)
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Copy to:
WILLIAM P. ROGERS, JR., ESQ.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019-7475
(212) 474-1270
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
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IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT
TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. / /
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. /X/
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING PURSUANT
TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST
THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. / /
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C) UNDER
THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. / /
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
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Debt Securities............................... $300,000,000 100%* $300,000,000* $103,449
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* Estimated solely for purposes of calculating the Registration Fee pursuant to
paragraph (o) of Securities Act Rule 457.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED AUGUST 10, 1995
PROSPECTUS
ROCKWELL INTERNATIONAL CORPORATION
DEBT SECURITIES
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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.
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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.
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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.
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THE DATE OF THIS PROSPECTUS IS , 1995.
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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 Reports on Form 10-Q for the fiscal
quarters ended December 31, 1994, March 31, 1995 and June 30, 1995; and
(c) The Company's Current Reports on Form 8-K dated December 21, 1994,
February 23, 1995 and June 14, 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 following Regional
Offices of the Commission: 7 World Trade Center, Suite 1300, New York, New York
10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. 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.
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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
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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
On January 27, 1995 the Company completed its acquisition of Reliance
Electric Company (Reliance), a major manufacturer of industrial products and
telecommunications equipment with annual sales of $1.7 billion. The aggregate
purchase price for Reliance was approximately $1.6 billion. On August 1, 1995,
the Company sold Reliance's telecommunications business, which has annual sales
of approximately $460 million, to an affiliate of Kohlberg Kravis Roberts & Co.
for a total cash purchase price of approximately $475 million. The proceeds of
the sale were applied to repay commercial paper notes of 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 in the
Company's Quarterly Reports on Form 10-Q for the quarterly periods ended
December 31, 1994 and June 30, 1995, 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 added to the Company's general funds which will be
available for general corporate purposes. Pending application of the funds, the
Company will use the net proceeds of the Debt Securities for short-term
investments.
3
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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 June 30, 1995 and 1994. Certain prior
year amounts have been reclassified to conform to current year presentation. The
balance sheet data at June 30, 1995 include assets acquired and liabilities
assumed in the Reliance acquisition. The income statement data for the nine
months ended June 30, 1995 include the results of operations of Reliance
(exclusive of its telecommunications business) commencing January 1, 1995.
Information as of June 30, 1995 and 1994 and for the nine-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 nine-month period ended June 30, 1995 are not
necessarily indicative of the results that may be expected for the fiscal year
ending September 30, 1995.
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NINE MONTHS ENDED
JUNE 30, FISCAL YEAR ENDED SEPTEMBER 30,
---------------------- -------------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
--------- -------- -------- -------- --------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
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INCOME STATEMENT DATA:
Sales:
Electronics
Automation..................... $ 2,575 $ 1,518 $ 2,085 $ 1,716 $ 1,471 $ 1,387 $ 1,418
Avionics/Telecom/Defense....... 2,165 2,199 2,930 2,950 3,149 3,258 3,089
--------- -------- -------- -------- --------- -------- --------
Total Electronics.......... 4,740 3,717 5,015 4,666 4,620 4,645 4,507
Aerospace........................ 1,794 1,917 2,627 3,006 3,169 3,535 3,781
Automotive....................... 2,374 1,976 2,644 2,348 2,269 2,154 2,340
Graphic Systems.................. 528 456 655 632 688 962 967
--------- -------- -------- -------- --------- -------- --------
Sales of Ongoing Businesses...... 9,436 8,066 10,941 10,652 10,746 11,296 11,595
Divested businesses(1)........... 169 182 188 164 631 784
--------- -------- -------- -------- --------- -------- --------
Total...................... $ 9,436 $ 8,235 $ 11,123 $ 10,840 $ 10,910 $ 11,927 $ 12,379
======== ======= ======= ======= ======== ======= =======
Operating Earnings:
Electronics
Automation(2).................. $ 368.7 $ 199.3 $ 264.8 $ 193.3 $ 101.8 $ 96.6 $ 106.6
Avionics/Telecom/Defense....... 280.3 322.2 423.2 404.8 383.6 451.1 427.5
--------- -------- -------- -------- --------- -------- --------
Total Electronics.......... 649.0 521.5 688.0 598.1 485.4 547.7 534.1
Aerospace........................ 255.3 263.2 372.2 369.2 327.9 408.9 446.9
Automotive....................... 170.4 108.7 113.7 134.5 106.7 60.9 129.2
Graphic Systems(3)............... 51.3 23.8 31.2 14.8 21.5 121.0 118.6
--------- -------- -------- -------- --------- -------- --------
Operating Earnings of Ongoing
Businesses..................... 1,126.0 917.2 1,205.1 1,116.6 941.5 1,138.5 1,228.8
Divested Businesses(1)........... 6.3 17.1 (8.4) 19.3 376.8 54.2
Restructuring of Businesses(4)... (271.5)
--------- -------- -------- -------- --------- -------- --------
Total...................... $ 1,126.0 $ 923.5 $1,222.2 $1,108.2 $ 960.8 $1,243.8 $1,283.0
======== ======= ======= ======= ======== ======= =======
Interest Expense................... $ 119.5 $ 74.6 $ 96.6 $ 104.1 $ 107.4 $ 135.1 $ 144.3
======== ======= ======= ======= ======== ======= =======
Income Before Change in
Accounting(5).................... $ 553.1 $ 469.1 $ 634.1 $ 561.9 $ 483.0 $ 600.5 $ 624.3
Cumulative Effect of Change in
Accounting for Retirement Medical
Benefits(5)...................... (1,519.0)
--------- -------- -------- -------- --------- -------- --------
Net Income (Loss).................. $ 553.1 $ 469.1 $ 634.1 $ 561.9 $(1,036.0) $ 600.5 $ 624.3
======== ======= ======= ======= ======== ======= =======
Earnings Per Common Share(5):
Primary:
Before Change in Accounting.... $ 2.54 $ 2.12 $ 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)................ $ 2.54 $ 2.12 $ 2.87 $ 2.55 $ (4.62) $ 2.57 $ 2.56
======== ======= ======= ======= ======== ======= =======
Fully Diluted:
Before Change in Accounting.... $ 2.49 $ 2.08 $ 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)................ $ 2.49 $ 2.08 $ 2.82 $ 2.51 $ (4.56) $ 2.54 $ 2.53
======== ======= ======= ======= ======== ======= =======
Average Common Shares Outstanding:
Primary.......................... 217.3 220.9 220.5 219.8 223.6 233.7 244.1
======== ======= ======= ======= ======== ======= =======
Fully Diluted.................... 222.5 225.1 224.5 224.3 226.1 236.8 247.2
======== ======= ======= ======= ======== ======= =======
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NINE MONTHS ENDED
JUNE 30, FISCAL YEAR ENDED SEPTEMBER 30,
---------------------- -------------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
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(IN MILLIONS, EXCEPT RATIOS)
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BALANCE SHEET DATA:
(at end of period)
Working Capital.................. $ 1,742.3 $1,899.7 $1,908.0 $2,000.5 $ 1,726.8 $1,501.1 $ 931.9
Total Assets..................... 12,809.8 9,968.9 9,860.8 9,694.8 9,731.0 9,375.5 9,634.7
Long-Term Debt................... 1,777.7 846.0 831.0 1,028.2 1,035.4 740.3 552.9
Shareowners' Equity.............. 3,660.7 3,195.2 3,355.6 2,956.0 2,778.0 4,223.7 4,185.9
RATIO OF EARNINGS TO FIXED
CHARGES(6)....................... 6.1 7.4 6.5 5.5 6.0 6.0
PRO FORMA RATIO OF EARNINGS TO
FIXED CHARGES(6)(7).............. 5.4 4.6
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(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) Amortization of intangible assets related to the Allen-Bradley and Reliance
acquisitions reduced Automation earnings for the nine months ended June 30,
1995 by $34 million, as compared with $17 million for the comparable 1994
period.
(3) Earnings of the Graphic Systems segment have been adjusted to include
interest income related to customer financing receivables as follows (in
millions): nine months ended June 30, 1995, $7.6; nine months ended June 30,
1994, $8.1; 1994, $11; 1993, $18.5; 1992, $16.8; 1991, $15.8; and 1990,
$19.1.
(4) 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.
(5) 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.
(6) 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.
(7) 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, 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 Reports on Form 10-Q for the fiscal quarters ended
December 31, 1994 and June 30, 1995, 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.
5
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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 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.
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<PAGE> 8
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
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
7
<PAGE> 9
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 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
8
<PAGE> 10
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 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
9
<PAGE> 11
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).
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 LLP, 30 Rockefeller Plaza, New York, New York
10112.
10
<PAGE> 12
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.
11
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
AMOUNT
--------
<S> <C>
Commission Registration Fee..................................... $103,449
*Attorneys' Fees and Expenses.................................... 75,000
*Accountants' Fees and Expenses.................................. 25,000
*Trustee's Fees and Expenses..................................... 10,000
*Printing and Engraving.......................................... 18,000
*Blue Sky Expenses (including legal fees)........................ 10,000
Rating Agency Fees.............................................. 185,000
*Miscellaneous................................................... 5,000
--------
Total.................................................. $431,449*
========
</TABLE>
------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors for breach of their
fiduciary duty of care, subject to certain limitations (8 Del. G.C.L. sec.
102(b)(7)) and also provides for indemnification of directors, officers,
employees and agents subject to certain limitations (8 Del. G.C.L. sec. 145).
The third paragraph of Article Eighth of the Company's Restated Certificate
of Incorporation, as amended, eliminates monetary liability of directors for
breach of fiduciary duty as directors to the extent permitted by Delaware law.
Section 15 of Article III of the By-Laws of the Company and the appendix
thereto entitled Procedures for Submission and Determination of Claims for
Indemnification Pursuant to Article III, Section 15 of the By-Laws provide, in
substance, for the indemnification of directors, officers, employees and agents
of the Company to the extent permitted by Delaware law.
The Company's directors and officers are insured against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act.
In addition, the Company and certain other persons may be entitled under
agreements entered into with agents or underwriters to indemnification by such
agents or underwriters against certain liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which the
Company or such persons may be required to make in respect thereof.
II-1
<PAGE> 14
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<C> <S>
1 -- Forms of proposed Underwriting Agreement, Terms Agreement and Delayed
Delivery Contract.
4-a -- Indenture dated as of October 1, 1982 between the Company and Chemical
Bank (as successor by merger to Manufacturers Hanover Trust Company), as
Trustee, including general form of Debt Security (at pages 6-11), table of
contents and cross-reference sheet to Trust Indenture Act of 1939, filed
as Exhibit 4-a to the Company's Registration Statement on Form S-3
(Registration No. 33-39510), is hereby incorporated by reference.
4-b -- First Supplemental Indenture dated as of February 27, 1987 between the
Company and Chemical Bank (as successor by merger to Manufacturers Hanover
Trust Company), as Trustee, filed as Exhibit 4-b to the Company's
Registration Statement on Form S-3 (Registration No. 33-39510), is hereby
incorporated by reference.
5 -- Opinion of Chadbourne & Parke LLP as to the legality of the securities
being registered.
12-a -- Computation of Ratio of Earnings to Fixed Charges for the five fiscal
years ended September 30, 1994, filed as Exhibit 12 to the Company's
Registration Statement on Form S-3 (Registration No. 33-57015), is hereby
incorporated by reference.
12-b -- Computation of Ratio of Earnings to Fixed Charges and Computation of Pro
Forma Ratio of Earnings to Fixed Charges for the nine months ended June 30,
1995, filed as Exhibit 12 to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1995, is hereby incorporated by
reference.
12-c -- Computation of Pro Forma Ratio of Earnings to Fixed Charges for the
twelve months ended September 30, 1994, filed as Exhibit 12-b to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1994, is hereby incorporated by reference.
23-a -- Consent of Deloitte & Touche LLP, independent auditors, set forth at page
II-5 of this Registration Statement.
23-b -- Consent of Price Waterhouse LLP, independent accountants, set forth at
page II-6 of this Registration Statement.
23-c -- Consent of Chadbourne & Parke LLP contained in their opinion filed as
Exhibit 5 to this Registration Statement.
24 -- Powers of Attorney authorizing certain persons to sign this Registration
Statement on behalf of certain directors and officers of the Company.
25 -- Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Chemical Bank (as successor by merger to
Manufacturers Hanover Trust Company), the Trustee under the Indenture.
</TABLE>
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; (iii) to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement; provided,
however, that clauses (i) and (ii) do not apply if the information required
to be included in a post-effective amendment by those clauses is contained
in periodic reports filed by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-2
<PAGE> 15
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described under Item 15 above or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer or controlling person in connection with
the securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE> 16
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT ON FORM S-3 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF PITTSBURGH AND THE COMMONWEALTH OF PENNSYLVANIA
ON THE 10TH DAY OF AUGUST, 1995.
ROCKWELL INTERNATIONAL CORPORATION
By /s/ WILLIAM J. CALISE, JR.
------------------------------------
(WILLIAM J. CALISE, JR.,
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT ON FORM S-3 HAS BEEN SIGNED ON THE 10TH DAY OF
AUGUST, 1995 BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE
----------------------------------- -----------------------------------------------
<S> <C>
DONALD R. BEALL* Chairman of the Board and Chief Executive
Officer (principal executive officer) and
Director
LEW ALLEN, JR.* Director
RICHARD M. BRESSLER* Director
JOHN J. CREEDON* Director
DON H. DAVIS* Director
ROBIN CHANDLER DUKE* Director
JUDITH L. ESTRIN* Director
WILLIAM H. GRAY, III* Director
JAMES CLAYBURN LA FORCE, JR.* Director
WILLIAM T. MCCORMICK, JR.* Director
JOHN D. NICHOLS* Director
BRUCE M. ROCKWELL* Director
WILLIAM S. SNEATH* Director
JOSEPH F. TOOT, JR.* Director
W. MICHAEL BARNES* Senior Vice President, Finance & Planning and
Chief Financial Officer (principal financial
officer)
LAWRENCE J. KOMATZ* Vice President and Controller (principal
accounting officer)
* By /s/ WILLIAM J. CALISE, JR.
---------------------------------
(WILLIAM J. CALISE, JR.,
ATTORNEY-IN-FACT)**
</TABLE>
** By authority of the powers of attorney filed as Exhibit 24 to this
Registration Statement.
II-4
<PAGE> 17
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Rockwell International Corporation on Form S-3 of our reports dated November
1, 1994, except Note 2 to Financial Statements, as to which the date is November
21, 1994, appearing in and incorporated by reference in the 1994 Annual Report
on Form 10-K of Rockwell International Corporation and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
August 10, 1995
------------------
CONSENT OF COUNSEL
The consent of Chadbourne & Parke LLP, counsel for the Company, is included
in their opinion filed as Exhibit 5 hereto.
II-5
<PAGE> 18
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Rockwell
International Corporation of our report dated February 3, 1994 relating to the
consolidated financial statements of Reliance Electric Company which appears in
the Current Report on Form 8-K of Rockwell International Corporation dated
December 21, 1994. We also consent to the reference to us under the heading
"Experts" in the Prospectus which is part of this Registration Statement.
PRICE WATERHOUSE LLP
Cleveland, Ohio
August 8, 1995
II-6
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
------- ------------------------------------------------------------------------- ----
<C> <S> <C>
1 --Forms of proposed Underwriting Agreement, Terms Agreement and Delayed
Delivery Contract.
4-a --Indenture dated as of October 1, 1982 between the Company and Chemical
Bank (as successor by merger to Manufacturers Hanover Trust Company), as
Trustee, including general form of Debt Security (at pages 6-11), table
of contents and cross-reference sheet to Trust Indenture Act of 1939,
filed as Exhibit 4-a to the Company's Registration Statement on Form
S-3 (Registration No. 33-39510), is hereby incorporated by reference.
4-b --First Supplemental Indenture dated as of February 27, 1987 between the
Company and Chemical Bank (as successor by merger to Manufacturers
Hanover Trust Company), as Trustee, filed as Exhibit 4-b to the
Company's Registration Statement on Form S-3 (Registration No.
33-39510), is hereby incorporated by reference.
5 --Opinion of Chadbourne & Parke LLP as to the legality of the securities
being registered.
12-a --Computation of Ratio of Earnings to Fixed Charges for the five fiscal
years ended September 30, 1994, filed as Exhibit 12 to the Company's
Registration Statement on Form S-3 (Registration No. 33-57015), is
hereby incorporated by reference.
12-b --Computation of Ratio of Earnings to Fixed Charges and Computation of
Pro Forma Ratio of Earnings to Fixed Charges for the nine months ended
June 30, 1995, filed as Exhibit 12 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1995, is hereby
incorporated by reference.
12-c --Computation of Pro Forma Ratio of Earnings to Fixed Charges for the
twelve months ended September 30, 1994, filed as Exhibit 12-b to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1994, is hereby incorporated by reference.
23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth at
page II-5 of this Registration Statement.
23-b --Consent of Price Waterhouse LLP, independent accountants, set forth at
page II-6 of this Registration Statement.
23-c --Consent of Chadbourne & Parke LLP contained in their opinion filed as
Exhibit 5 to this Registration Statement.
24 --Powers of Attorney authorizing certain persons to sign this
Registration Statement on behalf of certain directors and officers of the
Company.
25 --Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Chemical Bank (as successor by merger to
Manufacturers Hanover Trust Company), the Trustee under the Indenture.
</TABLE>
<PAGE> 1
ROCKWELL INTERNATIONAL CORPORATION
NOTES DUE
UNDERWRITING AGREEMENT
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 title
and amount 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") a Registration Statement on Form S-3 (No. 33- ) relating to
$300,000,000 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"). 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 Statement 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:
(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,
<PAGE> 2
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
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
2
<PAGE> 3
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 in the respective amounts 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 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
3
<PAGE> 4
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.
(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
4
<PAGE> 5
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.
(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:
5
<PAGE> 6
(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 Chadbourne & Parke LLP, counsel for the Company, in form and
substance satisfactory to you, to the effect that:
(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 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).
(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.
6
<PAGE> 7
(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, as
of the time it became effective, contained an untrue statement
of a material fact or omitted to state a material fact
required to be stated therein or necessary to 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 of its subsidiaries
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 and is in good standing in the States of
California and Pennsylvania and in each other jurisdiction
wherein the character of the property owned or held under
lease by it makes such qualification necessary, except in such
jurisdictions where the
7
<PAGE> 8
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 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 of its subsidiaries
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
8
<PAGE> 9
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 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
9
<PAGE> 10
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 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.
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
10
<PAGE> 11
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 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
11
<PAGE> 12
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.
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.
12
<PAGE> 13
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 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 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:
------------------------------
CONFIRMED AND ACCEPTED,
as of the date first above written:
THE UNDERWRITERS NAMED IN SCHEDULE B HERETO
By:
----------------------------------------
By:
----------------------------------------
13
<PAGE> 14
SCHEDULE A
TERMS AGREEMENT
Underwriting Agreement dated
Representative:
Title of Securities:
Amount of Securities:
Price to Public:
Purchase Price:
Delayed Delivery -
Fee:
Minimum principal amount of each Contract:
Maximum aggregate principal amount of all Contracts:
Closing -
Office for delivery of Securities:
Office for payment for Securities:
Date and time of Closing:
Office for checking Securities:
Underwriting commissions or other compensation:
Addresses for notices per Section 11:
<PAGE> 15
SCHEDULE B
Underwriting Agreement dated
PRINCIPAL
UNDERWRITER AMOUNT
----------- ---------
-------
=======
<PAGE> 16
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.
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
<PAGE> 17
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 the
address set forth below. This will become a binding contract between the
Company and the undersigned when such copy is so mailed or delivered.
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> 18
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.)
Telephone No.
Name (including Area Code)
---- ---------------------
<PAGE> 1
Letterhead of Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
August 10, 1995
Rockwell International Corporation
2201 Seal Beach Boulevard
Seal Beach, California 90740-8250
Dear Sirs:
In connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of $300,000,000 aggregate principal amount of
debt securities (the "Debt Securities") of Rockwell International Corporation,
a Delaware corporation (the "Company"), to be issued and sold by the Company
from time to time in one or more series in accordance with Rule 415 under the
Act pursuant to an Indenture dated as of October 1, 1982 (the "Indenture"),
between the Company and Chemical Bank (as successor by merger to Manufacturers
Hanover Trust Company), as Trustee, as supplemented by a First Supplemental
Indenture dated as of February 27, 1987 (the "First Supplemental Indenture")
(the Indenture and the First Supplemental Indenture are hereinafter
collectively referred to as the "Indenture"), we advise as follows:
<PAGE> 2
Rockwell International
Corporation -2- August 10, 1995
As counsel for the Company, we are familiar with the Restated
Certificate of Incorporation and By-Laws of the Company, each as amended to the
date hereof, and we have reviewed the Registration Statement on Form S-3 to be
filed by the Company under the Act with respect to the Debt Securities (the
"Registration Statement") and the corporate proceedings taken by the Company in
connection with the authorization of the Debt Securities. We have also
examined originals, or copies certified to our satisfaction, of such corporate
records of the Company and other instruments, certificates of public officials
and representatives of the Company, and other documents as we have deemed
necessary as a basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies. As to questions
of fact material to this opinion, we have, when relevant facts were not
independently established, relied upon certificates of officers of the Company
and appropriate public officials.
On the basis of the foregoing, and having regard for such
legal considerations as we deem relevant, we are of the opinion that when (i)
the Registration Statement has become effective under the Act, (ii) the
Indenture has been qualified under the Trust Indenture Act of 1939, as amended,
<PAGE> 3
Rockwell International
Corporation -3- August 10, 1995
and (iii) the Debt Securities have been duly authorized, executed and
authenticated as provided in the Indenture and delivered against payment
therefor, the Debt Securities will be legally and validly issued and will
constitute the valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other 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).
We express no opinion herein as to any laws other than the
laws of the State of New York, the General Corporation Law of the State of
Delaware and the Federal laws of the United States.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement. We also hereby consent to the reference to this
firm under the caption "Legal Matters" in the Prospectus constituting a part of
the Registration Statement.
Very truly yours,
CHADBOURNE & PARKE LLP
<PAGE> 1
POWER OF ATTORNEY
We, the undersigned directors and officers of Rockwell
International Corporation (the Corporation), hereby severally constitute
CHARLES H. HARFF, WILLIAM J. CALISE, JR. AND PETER R. KOLYER, and each of them,
singly, our true and lawful attorneys with full power to them and each of them
to sign for us, and in our names and in the capacities indicated below,
Registration Statements and any and all amendments (including post-effective
amendments) and supplements thereto for the purpose of registering under the
Securities Act of 1933, as amended, (a) additional debt securities of the
Corporation in an aggregate principal amount of up to $300,000,000 and (b)
securities to be sold pursuant to (i) the Corporation's 1995 Long-Term
Incentives Plan, (ii) the Corporation's Directors Stock Plan, (iii) the
Allen-Bradley Employee Savings Plan for Salaried Employees, (iv) the
Allen-Bradley Employee Savings Plan for Hourly Employees, (v) the Reliance
Electric Company Savings and Investment Plan and (vi) the Electronics
Productions Employees' Savings Plan.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ DONALD R. BEALL Chairman of the Board and Chief Executive July 10, 1995
-------------------------------- Officer (principal executive officer) and Director
Donald R. Beall
/s/ LEW ALLEN, JR. Director July 10, 1995
--------------------------------
Lew Allen, Jr.
/s/ RICHARD M. BRESSLER Director July 10, 1995
--------------------------------
Richard M. Bressler
/s/ John J. CREEDON Director July 10, 1995
--------------------------------
John J. Creedon
/s/ DON H. DAVIS Director July 10, 1995
--------------------------------
Don H. Davis
/s/ ROBIN CHANDLER DUKE Director July 10, 1995
--------------------------------
Robin Chandler Duke
/s/ JUDITH L. ESTRIN Director July 10, 1995
--------------------------------
Judith L. Estrin
/s/ WILLIAM H. GRAY, III Director July 10, 1995
--------------------------------
William H. Gray, III
/s/ JAMES CLAYBURN LA FORCE, JR. Director July 10, 1995
--------------------------------
James Clayburn La Force, Jr.
/s/ WILLIAM T. MCCORMICK, JR. Director July 10, 1995
--------------------------------
William T. McCormick, Jr.
/s/ JOHN D. NICHOLS Director July 10, 1995
--------------------------------
John D. Nichols
/s/ BRUCE M. ROCKWELL Director July 10, 1995
--------------------------------
Bruce M. Rockwell
/s/ WILLIAM S. SNEATH Director July 10, 1995
--------------------------------
William S. Sneath
/s/ JOSEPH F. TOOT, JR. Director July 10, 1995
--------------------------------
Joseph F. Toot, Jr.
/s/ W. MICHAEL BARNES Senior Vice President, Finance & Planning and Chief July 10, 1995
-------------------------------- Financial Officer (principal financial officer)
W. Michael Barnes
/s/ LAWRENCE J. KOMATZ Vice President and Controller (principal accounting July 10, 1995
------------------------------- officer)
Lawrence J. Komatz
</TABLE>
<PAGE> 1
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
------------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____
------------------------------------------------
CHEMICAL BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
-----------------------------------------------------------
ROCKWELL INTERNATIONAL CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 95-1054708
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
2201 SEAL BEACH BOULEVARD
SEAL BEACH, CA 90740-8250
(Address of principal executive offices) (Zip Code)
-------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
--------<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, State House,
Albany, New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551 and Federal Reserve Bank of New York, District No. 2, 33
Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to
Form T-1 filed in connection with Registration Statement No. 33-50010, which
is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-84460, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 3RD day of AUGUST, 1995.
CHEMICAL BANK
By /s/ Anne G. Brenner
-------------------------
Anne G. Brenner
Assistant Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1995, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Millions
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,797
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . 2,523
Securities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Held to maturity securities . . . . . . . . . . . . . . . . . . . . . . . . 6,195
Available for sale securities . . . . . . . . . . . . . . . . . . . . . . . . 17,785
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . 2,493
Securities purchased under agreements to resell . . . . . . . . . . 50
Loans and lease financing receivables:
Loans and leases, net of unearned income $68,937
Less: Allowance for loan and lease losses 1,898
Less: Allocated transfer risk reserve . . . 113
--------
Loans and leases, net of unearned income,
allowance, and reserve . . . . . . . . . . . . . . . . . . . . . . 66,926
Trading Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,294
Premises and fixed assets (including capitalized leases) . . . . . . . . . . 1,402
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Investments in unconsolidated subsidiaries and associated companies . . . . 148
Customer's liability to this bank on acceptances outstanding . . . . . . . . 1,051
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 512
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,759
-------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $149,034
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . $44,882
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . $14,690
Interest-bearing . . . . . . . . . . . . . . . . . . . . . 30,192
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,537
Noninteresting-bearing . . . . . . . . . . . . . . . . . . . .$146
Interest-bearing . . . . . . . . . . . . . . . . . . . . . .32,391
------
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . 10,587
Securities sold under agreements to repurchase . . . . . . . . . . 3,083
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . 464
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,358
Other Borrowed money:
With original maturity of one year or less . . . . . . . . . . . . 7,527
With original maturity of more than one year . . . . . . . . . . . 914
Mortgage indebtedness and obligations under capitalized leases . . . . . . . 20
Bank's liability on acceptances executed and outstanding . . . . . . . . . . 1,054
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . 3,410
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,986
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,822
-------
EQUITY CAPITAL
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 620
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,501
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . 2,558
Net unrealized holding gains (losses)
on available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . (476)
Cumulative foreign currency translation adjustments . . . . . . . . . . . . 9
TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,212
-----
TOTAL LABILITIES, LIMITED-LIFE PREFERRED STOCK
AND EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . $149,034
========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do
hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the appropriate Federal
regulatory authority and is true to the best of my knowledge and
belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us, and to the
best of our knowledge and belief has been prepared in conformance with
the instructions issued by the appropriate Federal regulatory authority
and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )
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