SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Reliance Electric Company
(Name of issuer)
Class A Common Stock, Par Value $.01 Per Share
(Title of class of securities)
759458102
(CUSIP number)
William J. Calise, Jr., Esq.
Senior Vice President, General Counsel & Secretary
Rockwell International Corporation
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3123
(412) 565-2905
(Name, address and telephone number of person
authorized to receive notices and communications)
January 9, 1995
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box /.
Check the following box if a fee is being paid with the statement /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto report beneficial ownership of five percent or
less of such class.) (See Rule 13d-7.)
(Continued on following pages)
- ------------------
* This Amendment No. 1 amends Rockwell International Corporation's and ROK
Acquisition Corporation's Schedule 13D filed as part of Amendment No. 10 to
their Tender Offer Statement on Schedule 14D-1, filed with the Securities
and Exchange Commission on December 7, 1994.
<PAGE> (Page 2 of 5 Pages)
CUSIP No. 759458102 13D
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
ROCKWELL INTERNATIONAL CORPORATION
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER INDIRECTLY THROUGH ROK
ACQUISITION CORPORATION,
SHARES ITS WHOLLY OWNED SUBSIDIARY,
31,881,993 SHARES OF CLASS A
COMMON STOCK
BENEFICIALLY ------------------------------------------------------------
8 SHARED VOTING POWER NONE
OWNED BY
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER INDIRECTLY THROUGH ROK
ACQUISITION CORPORATION,
ITS WHOLLY OWNED SUBSIDIARY,
REPORTING 31,881,993 SHARES OF CLASS A
COMMON STOCK
------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
INDIRECTLY THROUGH ROK ACQUISITION CORPORATION, ITS WHOLLY-OWNED
SUBSIDIARY: 31,881,993 SHARES OF CLASS A COMMON STOCK
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88% OF CLASS A COMMON STOCK
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
<PAGE> (Page 3 of 5 Pages)
CUSIP NO. 759458102 13D
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ROK ACQUISITION CORPORATION
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 31,881,993 SHARES OF CLASS A
COMMON STOCK
SHARES
BENEFICIALLY ------------------------------------------------------------
8 SHARED VOTING POWER NONE
OWNED BY
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 31,881,993 SHARES OF CLASS A
COMMON STOCK
REPORTING
------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
DIRECTLY: 31,881,993 SHARES OF CLASS A COMMON STOCK
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88% OF CLASS A COMMON STOCK
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
<PAGE> (Page 4 of 5 Pages)
Items 3-5.
ROK Acquisition Corporation ("ROK"), a Delaware corporation and a
wholly-owned subsidiary of Rockwell International Corporation ("Rockwell"),
beneficially owns an aggregate of 31,881,993 shares of Class A Common
Stock, par value $.01 per share ("Class A Shares"), of Reliance Electric
Company, a Delaware corporation ("Reliance"), representing approximately
88% of the outstanding Class A Shares.
On December 7, 1994, ROK accepted for payment all Class A Shares and
shares of Class B Common Stock, par value $.01 per share ("Class B
Shares"), of Reliance (which are convertible into Class A Shares on a share
for share basis) tendered pursuant to, and following the expiration of,
ROK's tender offer, as amended (the "Offer"), to purchase all outstanding
Class A Shares, Class B Shares and shares of Class C Common Stock, par
value $.01 per share ("Class C Shares" and, together with Class A Shares
and Class B Shares, "Shares"), of Reliance for a purchase price of $31 per
Class A Share and Class B Share and $83.948 per Class C Share, in each case
net to the seller in cash. ROK purchased 31,288,259 Class A Shares and
146,304 Class B Shares tendered in the Offer. 351,002 Class A Shares
tendered in the Offer, but subject to guarantee of delivery, were not
delivered by the guarantor or purchased by ROK in the Offer. The Offer was
made in accordance with the Agreement and Plan of Merger, dated as of
November 21, 1994 (the "Merger Agreement"), by and among Reliance, ROK and
Rockwell, pursuant to which Rockwell intends to cause ROK to merge with and
into Reliance (the "Merger").
On January 6, 1995, ROK purchased 30,000 Class A Shares at a price of
$31 per Class A Share. Such purchase was effected in a privately
negotiated transaction.
On January 9, 1995, ROK purchased 417,330 Class B Shares at a price of
$31 per Class B Share. Such purchase was effected in a privately
negotiated transaction.
The funds for such purchases made on January 6, 1995 and January 9,
1995 were obtained by ROK from Rockwell. Rockwell obtained such funds from
funds available in its cash accounts, including funds obtained through
private placements of Rockwell's commercial paper notes with financial
institutions.
Rockwell is continuing its determination as to the feasibility of
acquiring additional Shares, whether through private purchases or
otherwise, to enable it to cause the Merger to become effective without a
meeting of stockholders of Reliance pursuant to Section 253 of the Delaware
General Corporation Law. If such acquisitions are feasible, Rockwell may
make such acquisitions. In the event that Rockwell determines that
acquisitions of such additional Shares are not feasible, Reliance will hold
a special meeting of stockholders to consider and vote upon the Merger
Agreement, at which Rockwell and ROK would vote all voting Shares held by
them in favor of the Merger, which would be sufficient to approve the
Merger.
<PAGE> (Page 5 of 5 Pages)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
ROCKWELL INTERNATIONAL CORPORATION
By: William J. Calise, Jr.
---------------------------
William J. Calise, Jr.
Senior Vice President,
General Counsel & Secretary
ROK ACQUISITION CORPORATION
By: William J. Calise, Jr.
---------------------------
William J. Calise, Jr.
Secretary
Dated: January 13, 1995
