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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ROCKWELL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-1054708
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
2201 Seal Beach Boulevard,
Seal Beach, California 90740-8250
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
------------------- ---------------------
7 5/8% Notes due February 17, 1998 New York Stock Exchange
7 7/8% Notes due February 15, 2005 New York Stock Exchange
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [X]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
Reference is made to the material under the caption "Description
of Debt Securities" on pages 6-10 of the Registrant's Prospectus dated
February 3, 1995, a form of which is included as a part of the Registrant's
Registration Statements on Form S-3 (File Nos. 33-49699 and 33-57015),
which Registration Statements were ordered effective by the Commission on
July 2, 1993 and February 3, 1995, respectively, and to the material under
the caption "Description of the Notes" on page S-5 of the Prospectus
Supplement dated February 14, 1995 relating to the aforesaid Prospectus.
The material referred to in the Prospectus and the Prospectus Supplement is
incorporated herein by reference.
Item 2. Exhibits.
Exhibit A. Specimen certificate for the Registrant's 7 5/8%
Notes due February 17, 1998.
Exhibit B. Specimen certificate for the Registrant's 7 7/8%
Notes due February 15, 2005.
Exhibit C. Indenture dated as of October 1, 1982 between the
Registrant and Chemical Bank (as successor by merger to Manufacturers
Hanover Trust Company), as Trustee, relating to the Notes described in
Exhibits A and B above, including the form of Security at pages 6-11, filed
as Exhibit 4-a to the Registrant's Registration Statement on Form S-3 (File
No. 33-39510), is incorporated herein by reference.
Exhibit D. First Supplemental Indenture dated as of February 27,
1987 between the Registrant and Chemical Bank (as successor by merger to
Manufacturers Hanover Trust Company), as Trustee, filed as Exhibit 4-b to
the Registrant's Registration Statement on Form S-3 (File No. 33-39510), is
incorporated herein by reference.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
ROCKWELL INTERNATIONAL CORPORATION
(Registrant)
By /s/ William J. Calise, Jr., Esq.
---------------------------------
William J. Calise, Jr., Esq.
Senior Vice President, General
Counsel and Secretary
Dated: February 16, 1995
3
<PAGE>
EXHIBIT A
[FACE OF NOTE]
NUMBER DOLLARS
R
REGISTERED [Logo of Rockwell International Corporation] REGISTERED
ROCKWELL INTERNATIONAL CORPORATION
7-5/8% Note due February 17, 1998
CUSIP 774347 AN 8
Rockwell International Corporation,
a corporation duly organized and existing
under the laws of the State of Delaware
(herein referred to as the "Company"), for
value received, hereby promises to pay to
7-5/8% due 1998 7-5/8% due 1998
or registered assigns,
the principal sum of DOLLARS
on February 17, 1998, and to pay interest, semiannually on August 17 and
February 17 of each year, on said principal sum at the rate of 7-5/8% per
annum, from the Interest Payment Date next preceding the date of this
Security to which interest has been paid on this Security, unless the date
hereof is a date to which interest has been paid, in which case from the
date of this Security unless no interest has been paid on this Security
since the Original Issuance Date hereof, in which case from the Interest
Payment Date next preceding such Original Issuance Date (unless such
Original Issuance Date was an August 17 or February 17, in which case from
such Original Issuance Date), until payment of said principal sum has been
made or duly provided for. Notwithstanding the foregoing, if the date
hereof is after an August 1 or February 1, as the case may be, and before
the following Interest Payment Date, this Security shall bear interest from
such Interest Payment Date; PROVIDED, HOWEVER, that if the Company shall
default in the payment of interest due on such Interest Payment Date, then
this Security shall bear interest from the next preceding Interest Payment
Date to which interest has been paid, or, if no interest has been paid on
this Security since the Original Issuance Date of this Security, from the
August 17 or February 17 next preceding such Original Issuance Date (unless
such Original Issuance Date was an August 17 or February 17, in which case
from such Original Issuance Date). The interest so payable on any Interest
Payment Date will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close
of business on the August 1 or February 1, as the case may be, next
preceding such Interest Payment Date. The principal of and interest on
this Security are payable in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts at the office or agency of the Company in the Place of
Payment, and at such other locations as the Company may from time to time
designate; PROVIDED, that interest may be paid, at the option of the
Company, by check mailed to the Person entitled thereto at his address last
<PAGE>
appearing on the Security Register. Any interest not punctually paid or
duly provided for shall be payable as provided in said Indenture.
Reference is made to the further provisions of this Security set forth
on the reverse hereof. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee by the manual signature of one of its authorized officers, this
Security shall not be entitled to any benefit under the Indenture, or be
valid or obligatory for any purpose.
[the word "REGISTERED" is superimposed over the foregoing text]
IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT TO BE DULY
EXECUTED UNDER ITS CORPORATE SEAL.
Dated:
ROCKWELL INTERNATIONAL CORPORATION
Attest: /s/ WILLIAM J. CALISE, JR. By /s/ DONALD R. BEALL
SECRETARY CHAIRMAN OF THE BOARD
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
CHEMICAL BANK
as Trustee
By
Authorized Officer
[Rockwell International Corporation Corporate Seal]
[REVERSE OF NOTE]
ROCKWELL INTERNATIONAL CORPORATION
7-5/8% Note due February 17, 1998
This Security is one of a duly authorized issue of Securities of the
Company designated as its 7-5/8% Notes due February 17, 1998 (Securities of
such series being hereinafter called the "Securities"), limited in
aggregate principal amount to $300,000,000, issued under an Indenture dated
as of October 1, 1982, as supplemented by the First Supplemental Indenture,
dated as of February 27, 1987 (hereinafter called the "Indenture"), between
the Company and Chemical Bank (as successor by merger to Manufacturers
Hanover Trust Company), as Trustee (hereinafter called the "Trustee", which
term includes any successor trustee under the Indenture with respect to the
Securities of this series), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Company, the Trustee and the Holders of
the Securities, and the terms upon which the Securities are, and are to be,
authenticated and delivered.
<PAGE>
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest
on this Security at the times, place and rate, and in the coin and
currency, herein prescribed.
This Security is not redeemable prior to maturity.
As provided in the Indenture and subject to certain limitations
therein set forth, this Security may be registered for transfer on the
Security Register of the Company, upon surrender of this Security for
registration of transfer at the office or agency of the Company in the
Place of Payment, and at such other locations as the Company may from time
to time designate, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar
duly executed by, the Registered Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities, of
authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
The Securities are issuable only as registered Securities without
coupons in the denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture, and subject to certain limitations therein
set forth, Securities are exchangeable for a like aggregate principal
amount of Securities of different authorized denominations, as requested by
the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Company may be require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this
Security, the Company, the Trustee, the Security Registrar, the Paying
Agent and any agent of any one thereof may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether
or not this Security be overdue, and neither the Company, the Trustee, the
Security Registrar, the Paying Agent nor any such agent shall be affected
by notice to the contrary.
If an Event of Default, as defined in the Indenture, with respect to
the Securities shall occur, the principal of all the Securities may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company with respect to the Securities and the rights of the Holders of
the Securities under the Indenture at any time by the Company with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal
amount of the Securities at the time Outstanding, on behalf of the Holders
of all the Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof
<PAGE>
whether or not a notation of such consent or waiver is made upon this
Security.
No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
The Company at its option, subject to the terms and conditions
contained in the Indenture, (a) will be discharged from any and all
obligations in respect of the Securities (except for certain obligations to
register the transfer and exchange of such Securities, to replace
mutilated, destroyed, lost or stolen Securities, to compensate, reimburse
and indemnify the Trustee, to maintain an office or agency with respect to
the Securities and to hold moneys for payment in trust) or (b) may omit to
comply with certain restrictive covenants contained in the Indenture, in
each case upon irrevocable deposit with the Trustee in trust of money or
U.S. government securities (as described in the Indenture) or a combination
thereof, which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount
sufficient to discharge the principal of and interest on such Securities on
the Stated Maturity of such principal or interest.
Except as otherwise defined herein, all terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - Custodian
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(Cust) (Minor)
under Uniform Gifts to Minors
Act
----------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
----------------------------
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
<PAGE>
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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Please print or typewrite name and address including postal zip code of
assignee
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the within Note and all rights thereunder, and hereby irrevocably
constituting and appointing
- -----------------------------------------------------------------attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
----------------------
-----------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
the within instrument in every
particular, without alteration or
enlargement or any change whatever.
<PAGE>
EXHIBIT B
[FACE OF NOTE]
NUMBER DOLLARS
R
REGISTERED [Logo of Rockwell International Corporation] REGISTERED
ROCKWELL INTERNATIONAL CORPORATION
7-7/8% Note due February 15, 2005
CUSIP 774347 AQ 1
Rockwell International Corporation,
a corporation duly organized and existing
under the laws of the State of Delaware
(herein referred to as the "Company"), for
value received, hereby promises to pay to
7-7/8% due 2005 7-7/8% due 2005
or registered assigns,
the principal sum of DOLLARS
on February 15, 2005, and to pay interest, semiannually on August 15 and
February 15 of each year, on said principal sum at the rate of 7-7/8% per
annum, from the Interest Payment Date next preceding the date of this
Security to which interest has been paid on this Security, unless the date
hereof is a date to which interest has been paid, in which case from the
date of this Security unless no interest has been paid on this Security
since the Original Issuance Date hereof, in which case from the Interest
Payment Date next preceding such Original Issuance Date (unless such
Original Issuance Date was an August 15 or February 15, in which case from
such Original Issuance Date), until payment of said principal sum has been
made or duly provided for. Notwithstanding the foregoing, if the date
hereof is after an August 1 or February 1, as the case may be, and before
the following Interest Payment Date, this Security shall bear interest from
such Interest Payment Date; PROVIDED, HOWEVER, that if the Company shall
default in the payment of interest due on such Interest Payment Date, then
this Security shall bear interest from the next preceding Interest Payment
Date to which interest has been paid, or, if no interest has been paid on
this Security since the Original Issuance Date of this Security, from the
August 15 or February 15 next preceding such Original Issuance Date (unless
such Original Issuance Date was an August 15 or February 15, in which case
from such Original Issuance Date). The interest so payable on any Interest
Payment Date will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close
of business on the August 1 or February 1, as the case may be, next
preceding such Interest Payment Date. The principal of and interest on
this Security are payable in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts at the office or agency of the Company in the Place of
Payment, and at such other locations as the Company may from time to time
designate; PROVIDED, that interest may be paid, at the option of the
Company, by check mailed to the Person entitled thereto at his address last
<PAGE>
appearing on the Security Register. Any interest not punctually paid or
duly provided for shall be payable as provided in said Indenture.
Reference is made to the further provisions of this Security set forth
on the reverse hereof. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee by the manual signature of one of its authorized officers, this
Security shall not be entitled to any benefit under the Indenture, or be
valid or obligatory for any purpose.
[the word "REGISTERED" is superimposed over the foregoing text]
IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT TO BE DULY
EXECUTED UNDER ITS CORPORATE SEAL.
Dated:
ROCKWELL INTERNATIONAL CORPORATION
Attest: /s/ WILLIAM J. CALISE, JR. By /s/ DONALD R. BEALL
SECRETARY CHAIRMAN OF THE BOARD
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
CHEMICAL BANK
as Trustee
By
Authorized Officer
[Rockwell International Corporation Corporate Seal]
[REVERSE OF NOTE]
ROCKWELL INTERNATIONAL CORPORATION
7-7/8% Note due February 15, 2005
This Security is one of a duly authorized issue of Securities of the
Company designated as its 7-7/8% Notes due February 15, 2005 (Securities of
such series being hereinafter called the "Securities"), limited in
aggregate principal amount to $200,000,000, issued under an Indenture dated
as of October 1, 1982, as supplemented by the First Supplemental Indenture,
dated as of February 27, 1987 (hereinafter called the "Indenture"), between
the Company and Chemical Bank (as successor by merger to Manufacturers
Hanover Trust Company), as Trustee (hereinafter called the "Trustee", which
term includes any successor trustee under the Indenture with respect to the
Securities of this series), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Company, the Trustee and the Holders of
the Securities, and the terms upon which the Securities are, and are to be,
authenticated and delivered.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company,
<PAGE>
which is absolute and unconditional, to pay the principal of and interest
on this Security at the times, place and rate, and in the coin and
currency, herein prescribed.
This Security is not redeemable prior to maturity.
As provided in the Indenture and subject to certain limitations
therein set forth, this Security may be registered for transfer on the
Security Register of the Company, upon surrender of this Security for
registration of transfer at the office or agency of the Company in the
Place of Payment, and at such other locations as the Company may from time
to time designate, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar
duly executed by, the Registered Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities, of
authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
The Securities are issuable only as registered Securities without
coupons in the denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture, and subject to certain limitations therein
set forth, Securities are exchangeable for a like aggregate principal
amount of Securities of different authorized denominations, as requested by
the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Company may be require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this
Security, the Company, the Trustee, the Security Registrar, the Paying
Agent and any agent of any one thereof may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether
or not this Security be overdue, and neither the Company, the Trustee, the
Security Registrar, the Paying Agent nor any such agent shall be affected
by notice to the contrary.
If an Event of Default, as defined in the Indenture, with respect to
the Securities shall occur, the principal of all the Securities may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company with respect to the Securities and the rights of the Holders of
the Securities under the Indenture at any time by the Company with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal
amount of the Securities at the time Outstanding, on behalf of the Holders
of all the Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof
whether or not a notation of such consent or waiver is made upon this
Security.
<PAGE>
No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
The Company at its option, subject to the terms and conditions
contained in the Indenture, (a) will be discharged from any and all
obligations in respect of the Securities (except for certain obligations to
register the transfer and exchange of such Securities, to replace
mutilated, destroyed, lost or stolen Securities, to compensate, reimburse
and indemnify the Trustee, to maintain an office or agency with respect to
the Securities and to hold moneys for payment in trust) or (b) may omit to
comply with certain restrictive covenants contained in the Indenture, in
each case upon irrevocable deposit with the Trustee in trust of money or
U.S. government securities (as described in the Indenture) or a combination
thereof, which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount
sufficient to discharge the principal of and interest on such Securities on
the Stated Maturity of such principal or interest.
Except as otherwise defined herein, all terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - Custodian
-------------- --------------
(Cust) (Minor)
under Uniform Gifts to Minors
Act
----------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
----------------------------
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
<PAGE>
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
|----------------------------------|
| |
| |
| |
|----------------------------------|--------------------------------------
- --------------------------------------------------------------------------
Please print or typewrite name and address including postal zip code of
assignee
- --------------------------------------------------------------------------
the within Note and all rights thereunder, and hereby irrevocably
constituting and appointing
- -----------------------------------------------------------------attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
----------------------
-----------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
the within instrument in every
particular, without alteration or
enlargement or any change whatever.
