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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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<TABLE>
<S> <C>
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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<S> <C>
WILLIAM J. CALISE, JR., ESQ. PETER R. KOLYER, ESQ.
Senior Vice President, Chadbourne & Parke
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)
</TABLE>
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Copy to:
WILLIAM P. ROGERS, JR., ESQ.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
(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, PLEASE CHECK THE FOLLOWING BOX. /X/
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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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<PAGE> 2
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 Report on Form 10-Q for the fiscal quarter
ended December 31, 1994; and
(c) The Company's Current Reports on Form 8-K dated December 21, 1994
and February 23, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act),
subsequent to the date of this Prospectus and prior to the termination of the
offering of the Debt Securities hereunder shall be deemed to be incorporated
herein by reference and shall be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes that statement. Any such
statement so modified or superseded shall not constitute a part of this
Prospectus, except as so modified or superseded.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the information incorporated by reference in the
Registration Statement of which this Prospectus is a part (not including
exhibits to such information unless such exhibits are specifically incorporated
by reference into such information). Such request should be directed to Mr. T.
J. Joyce, Vice President, Investor Relations, Rockwell International
Corporation, 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3123 (telephone
number (412) 565-7436).
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information relating to its business, financial condition and other matters with
the Commission. This Prospectus contains information concerning the Company but
does not contain all of the information set forth in the Registration Statement
and exhibits thereto, or amendments thereto, which the Company has filed or may
file with the Commission under the Securities Act of 1933, as amended (the
Securities Act). Such reports, proxy statements, Registration Statement and
exhibits and other information filed by the Company can be inspected and copied
at the public reference facilities of the Commission at the Commission's office
at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Regional Offices
of the Commission at 13th Floor, 7 World Trade Center, New York, New York 10048
and Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material may also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
Certain securities of the Company are listed on the New York, Boston,
Chicago, Pacific and Philadelphia Stock Exchanges. Reports, proxy statements and
other information concerning the Company can be inspected at such exchanges.
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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
In December 1994 the Company acquired approximately 62% of the outstanding
common stock on a fully-diluted basis (constituting approximately 88% of the
outstanding voting common stock) of Reliance Electric Company (Reliance), a
major manufacturer of industrial products and telecommunications equipment with
annual sales of $1.7 billion. Pursuant to a merger agreement between the Company
and Reliance, the Company effected on January 27, 1995 a merger in which
Reliance became a wholly-owned subsidiary of the Company. The aggregate purchase
price for Reliance was approximately $1.6 billion. The Company intends to divest
Reliance's telecommunications business, which has annual sales of approximately
$460 million. Certain financial information regarding Reliance and certain
unaudited pro forma financial information in respect of the Company and Reliance
is included in the Company's Current Report on Form 8-K dated December 21, 1994
and in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1994, each of which is incorporated herein by reference.
USE OF PROCEEDS
Except as may otherwise be set forth in the Prospectus Supplement, the net
proceeds to be received by the Company from the sale of the Debt Securities
offered hereby will be applied to repay commercial paper notes or other
borrowings by the Company, the proceeds of which were applied toward the
approximately $1.6 billion purchase price for Reliance. Pending such
application, the net proceeds of the Debt Securities will be used for short-term
investments or other general corporate purposes.
3
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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 December 31, 1994 and 1993. Certain
prior year amounts have been reclassified to conform to current year
presentation. The balance sheet data at December 31, 1994 include assets
acquired and liabilities assumed in the Reliance acquisition recorded at
estimated fair values determined by the Company's management based on
information currently available. The income statement data for the three months
ended December 31, 1994 do not include any results of operations of Reliance.
Information as of December 31, 1994 and 1993 and for the three-month periods
then ended is unaudited, but in the opinion of management of the Company,
contains all adjustments (consisting of normal recurring adjustments) necessary
for a fair presentation of the results of operations for such interim periods.
The results of operations for the three-month period ended December 31, 1994 are
not necessarily indicative of the results that may be expected for the fiscal
year ending September 30, 1995.
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THREE MONTHS ENDED
DECEMBER 31, FISCAL YEAR ENDED SEPTEMBER 30,
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1994 1993 1994 1993 1992 1991 1990
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(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
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INCOME STATEMENT DATA:
Sales:
Electronics...................... $ 1,180 $ 1,184 $ 5,015 $ 4,666 $ 4,620 $ 4,645 $ 4,507
Aerospace........................ 555 610 2,627 3,006 3,169 3,535 3,781
Automotive....................... 724 599 2,644 2,348 2,269 2,154 2,340
Graphic Systems.................. 164 155 655 632 688 962 967
--------- -------- -------- -------- --------- -------- --------
Sales of Ongoing Businesses...... 2,623 2,548 10,941 10,652 10,746 11,296 11,595
Divested businesses(1)........... 53 182 188 164 631 784
--------- -------- -------- -------- --------- -------- --------
Total...................... $ 2,623 $ 2,601 $ 11,123 $ 10,840 $ 10,910 $ 11,927 $ 12,379
======== ======= ======= ======= ======== ======= =======
Operating Earnings:
Electronics...................... $ 161.6 $ 168.9 $ 688.0 $ 598.1 $ 485.4 $ 547.7 $ 534.1
Aerospace........................ 86.2 81.7 372.2 369.2 327.9 408.9 446.9
Automotive....................... 48.9 35.1 113.7 134.5 106.7 60.9 129.2
Graphic Systems(2)............... 16.8 8.9 31.2 14.8 21.5 121.0 118.6
--------- -------- -------- -------- --------- -------- --------
Operating Earnings of Ongoing
Businesses..................... 313.5 294.6 1,205.1 1,116.6 941.5 1,138.5 1,228.8
Divested Businesses(1)........... (0.1) 17.1 (8.4) 19.3 376.8 54.2
Restructuring of Businesses(3)... (271.5)
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Total...................... $ 313.5 $ 294.5 1,222.2 1,108.2 960.8 1,243.8 1,283.0
======== ======= ======= ======= ======== ======= =======
Interest Expense................... $ 23.0 $ 26.0 $ 96.6 $ 104.1 $ 107.4 $ 135.1 $ 144.3
======== ======= ======= ======= ======== ======= =======
Income Before Change in
Accounting(4).................... 164.7 149.5 634.1 561.9 483.0 600.5 624.3
Cumulative Effect of Change in
Accounting for Retirement Medical
Benefits(4)...................... (1,519.0)
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Net Income (Loss).................. $ 164.7 $ 149.5 $ 634.1 $ 561.9 $(1,036.0) $ 600.5 $ 624.3
======== ======= ======= ======= ======== ======= =======
Earnings Per Common Share(4):
Primary:
Before Change in Accounting.... $ .76 $ .68 $ 2.87 $ 2.55 $ 2.16 $ 2.57 $ 2.56
Cumulative Effect of Change in
Accounting for Retirement
Medical Benefits............. (6.78)
--------- -------- -------- -------- --------- -------- --------
Net Income (Loss)................ $ .76 $ .68 $ 2.87 $ 2.55 $ (4.62) $ 2.57 $ 2.56
======== ======= ======= ======= ======== ======= =======
Fully Diluted:
Before Change in Accounting.... $ .74 $ .66 $ 2.82 $ 2.51 $ 2.14 $ 2.54 $ 2.53
Cumulative Effect of Change in
Accounting for Retirement
Medical Benefits............. (6.70)
--------- -------- -------- -------- --------- -------- --------
Net Income (Loss)................ $ .74 $ .66 $ 2.82 $ 2.51 $ (4.56) $ 2.54 $ 2.53
======== ======= ======= ======= ======== ======= =======
Average Common Shares Outstanding:
Primary.......................... 218.0 221.2 220.5 219.8 223.6 233.7 244.1
======== ======= ======= ======= ======== ======= =======
Fully Diluted.................... 221.4 225.2 224.5 224.3 226.1 236.8 247.2
======== ======= ======= ======= ======== ======= =======
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THREE MONTHS ENDED
DECEMBER 31, FISCAL YEAR ENDED SEPTEMBER 30,
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1994 1993 1994 1993 1992 1991 1990
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(IN MILLIONS, EXCEPT RATIO AMOUNTS)
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BALANCE SHEET DATA:
(at end of period)
Working Capital.................. $ 1,437.6 $2,036.9 $1,908.0 $2,000.5 $ 1,726.8 $1,501.1 $ 931.9
Total Assets..................... 12,187.5 9,758.1 9,860.8 9,694.8 9,731.0 9,375.5 9,634.7
Long-Term Debt................... 1,495.8 1,022.3 831.0 1,028.2 1,035.4 740.3 552.9
Shareowners' Equity.............. 3,379.3 3,043.2 3,355.6 2,956.0 2,778.0 4,223.7 4,185.9
RATIO OF EARNINGS TO FIXED
CHARGES(5)....................... 7.8 7.4 6.5 5.5 6.0 6.0
PRO FORMA RATIO OF EARNINGS TO
FIXED CHARGES(5)(6).............. 5.0 4.6
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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) Earnings of the Graphic Systems segment have been adjusted to include
interest income related to customer financing receivables as follows (in
millions): three months ended December 31, 1994, $2.6; three months ended
December 31, 1993, $2.8; 1994, $11; 1993, $18.5; 1992, $16.8; 1991, $15.8;
and 1990, $19.1.
(3) In the fourth quarter of 1991 the Company recorded a provision for
restructuring of businesses which reduced net income by $186.1 million, or
80 cents per share. The provision consists principally of the estimated
costs for plant closings and product line consolidations in the Company's
commercial businesses. Restructuring of businesses relates to the business
segments earnings as follows (in millions): Automotive, $194.5; Graphic
Systems, $49.6; Electronics, $17.9; and General corporate-net, $9.5.
(4) During 1992 the Company adopted, effective October 1, 1991, Statement of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions", electing to record the
previously unrecognized prior service cost of such benefits on the immediate
recognition basis. The cumulative effect of the change in accounting for
such benefits is comprised of the initial accrual of the cost of retirement
medical benefits of $2,450 million and a related deferred income tax benefit
of $931 million. Also during 1992, the Company adopted, effective October 1,
1991, Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes". Adoption of these standards did not have a material effect on
1992 income before change in accounting.
(5) In computing the ratio of earnings to fixed charges, earnings are defined as
income before income taxes and change in accounting for retirement medical
benefits adjusted for minority interest in income or loss of subsidiaries,
undistributed earnings of affiliates and fixed charges exclusive of
capitalized interest. Fixed charges consist of interest on borrowings and
that portion of rentals deemed representative of the interest factor.
(6) The pro forma ratios of earnings to fixed charges assume that the Company's
acquisition of Reliance, and the divestiture of Reliance's
telecommunications business at book value, occurred at the beginning of the
respective period. The Company's Current Report on Form 8-K dated December
21, 1994 and the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1994, each of which is incorporated herein by
reference, provide additional information and assumptions in respect of such
pro forma ratios and the impact of the Reliance acquisition.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of three ways: (i) through
underwriters or dealers; (ii) directly to a limited number of purchasers or to a
single purchaser; or (iii) through agents. The Prospectus Supplement with
respect to the Offered Debt Securities sets forth the terms of the offering of
the Offered Debt Securities, including the name or names of any underwriters and
the respective amounts of the Offered Debt Securities underwritten or purchased
by each of them, the purchase price of the Offered Debt Securities and the
proceeds to the Company from such sale, any discounts, commissions or other
items constituting compensation from the Company, any initial public offering
price and any discounts, commissions or concessions allowed or reallowed or paid
to dealers and any securities exchanges on which the Offered Debt Securities may
be listed.
If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The Debt
Securities may be either offered to the public through underwriting syndicates
represented by managing underwriters, or directly by underwriters. Unless
otherwise set forth in the Prospectus Supplement, the obligations of the
underwriters to purchase the Offered Debt Securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all the
Offered Debt Securities if any are purchased. Any initial public offering
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<PAGE> 7
price and any discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.
Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of the Offered Debt Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain purchasers to
purchase Offered Debt Securities from the Company at the public offering price
set forth in the Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such
contracts will be subject only to those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement will set forth the commission payable
for solicitation of such contracts.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which the agents or underwriters may be required to make in respect
thereof. Agents and underwriters may be customers of, engage in transactions
with, or perform services for the Company in the ordinary course of business.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture (the Indenture)
dated as of October 1, 1982 between the Company and Chemical Bank (as successor
by merger to Manufacturers Hanover Trust Company), as Trustee (the Trustee), as
supplemented by the First Supplemental Indenture (the First Supplemental
Indenture) dated as of February 27, 1987 between the Company and the Trustee.
The Indenture and the First Supplemental Indenture, copies of which may be
obtained from the Commission in the manner set forth above, are hereinafter
collectively referred to as the "Indenture". Certain provisions of the Indenture
are summarized below. Such summaries do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all provisions
of the Indenture, including the definitions therein of certain terms. Whenever
particular provisions of the Indenture or terms defined therein are referred to
herein, such provisions or definitions are incorporated by reference as a part
of the statements made, and the statements are qualified in their entirety by
such reference.
GENERAL
The Indenture does not limit the amount of Debt Securities which may be
issued thereunder and provides that Debt Securities may be issued thereunder up
to the aggregate principal amount which may be authorized from time to time by
the Company. Reference is made to the Prospectus Supplement for the following
terms of the Offered Debt Securities: (i) the designation, aggregate principal
amount and authorized denominations of the Offered Debt Securities; (ii) the
percentage of their principal amount at which such Offered Debt Securities will
be issued; (iii) the date or dates on which the Offered Debt Securities will
mature; (iv) the rate or rates per annum at which the Offered Debt Securities
will bear interest; (v) the dates on which any such interest will be payable and
the record dates for any such interest payments; and (vi) any mandatory or
optional redemption terms or other specific terms. Principal, premium, if any,
and interest will be payable, and the Debt Securities will be transferable, at
the corporate trust office of the Trustee in New York, New York, or at such
other locations as the Company may designate, provided that payment of interest
may be made at the option of the Company by check mailed to the address of the
person entitled thereto as it appears in the Debt Securities register.
The Debt Securities will be unsecured and will rank on a parity with all
other unsecured and unsubordinated indebtedness of the Company. Other than the
protections which may otherwise be afforded holders of Debt Securities as a
result of the operation of the covenants described under "Covenants", there are
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<PAGE> 8
no covenants or other provisions which may afford holders of Debt Securities
protection in the event of a leveraged buyout or other highly leveraged
transaction involving the Company or any similar occurrence.
The Debt Securities will be issued only in fully registered form without
coupons. No service charge will be made for any transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
CERTAIN DEFINITIONS
"Restricted Subsidiary" means any Subsidiary of the Company other than an
Unrestricted Subsidiary. "Unrestricted Subsidiary" means any Subsidiary
designated as such from time to time by the Company. (sec. 1-1). Subject to
various limitations, the Company may from time to time designate any Restricted
Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a
Restricted Subsidiary. (sec. 10-9). Unrestricted Subsidiaries will not be
restricted by the various provisions of the Indenture applicable to Restricted
Subsidiaries, and the debt of Unrestricted Subsidiaries will not be consolidated
with that of the Company and its Restricted Subsidiaries in calculating
Consolidated Funded Debt under the Indenture.
"Secured Debt" means indebtedness (other than indebtedness among the
Company and Restricted Subsidiaries) for money borrowed, or other indebtedness
on which interest is paid or payable, which is secured by (a) a lien or other
encumbrance on any Principal Property of the Company or a Restricted Subsidiary
or the stock or indebtedness of a Restricted Subsidiary or (b) in the case of
indebtedness of the Company, a guarantee by a Restricted Subsidiary. (sec. 1-1).
"Funded Debt" means (a) indebtedness having a maturity of more than 12
months, (b) certain obligations in respect of lease rentals and (c) the higher
of the par value or liquidation value of preferred stock of Restricted
Subsidiaries that is not owned by the Company or a Wholly-owned Restricted
Subsidiary, but does not include certain debt subordinate to the Debt
Securities. (sec. 1-1).
"Principal Property" includes any real property (including buildings and
other improvements) of the Company or any Restricted Subsidiary, owned currently
or hereafter acquired (other than any pollution control facility, cogeneration
facility or small power production facility hereafter acquired), which (i) has a
book value in excess of 5% of Stockholders' Equity and (ii) in the opinion of
the Board of Directors is of material importance to the total business conducted
by the Company and its Restricted Subsidiaries as a whole. (sec. 1-1).
"Sale and Lease-Back Transaction" means, subject to certain exceptions,
sales or transfers of any Principal Property owned by the Company or any
Restricted Subsidiary which has been in full operation for more than 180 days
prior to such sale or transfer, where the Company or such Restricted Subsidiary
has the intention of leasing back such property for more than 36 months but
discontinuing the use of such property on or before the expiration of the term
of such lease. (sec. 10-6).
COVENANTS
Limitations on Liens. The Company and its Restricted Subsidiaries are
prohibited from incurring or guaranteeing any Secured Debt without equally and
ratably securing the Debt Securities. The foregoing restrictions are not
applicable to (i) Secured Debt existing at the date of the Indenture; (ii) liens
on property acquired or constructed after the date of the Indenture by the
Company or a Restricted Subsidiary and created contemporaneously with, or within
twelve months after, such acquisition or the completion of such construction to
secure all or any part of the purchase price of such property or the cost of
such construction; (iii) mortgages on property of the Company or a Restricted
Subsidiary created within twelve months of completion of construction of a new
plant or plants on such property to secure the cost of such construction; (iv)
liens on property existing at the time such property is acquired; (v) liens on
property or on the outstanding shares or indebtedness of a corporation existing
at the time such corporation becomes a Restricted Subsidiary; (vi) liens on
stock (except stock of Subsidiaries) acquired after the date of the Indenture if
the aggregate cost thereof does not exceed 10% of Stockholders' Equity; (vii)
liens securing indebtedness of a successor corporation to the Company to the
extent permitted by the Indenture; (viii) liens securing indebtedness of a
Restricted Subsidiary at the time it became a Restricted Subsidiary; (ix) liens
securing indebtedness of any person outstanding at the time it is merged with or
substantially all its properties are
7
<PAGE> 9
acquired by the Company or any Restricted Subsidiary; (x) liens created,
incurred or assumed in connection with an industrial revenue bond, pollution
control bond or similar financing arrangement between the Company or any
Restricted Subsidiary and any Federal, state, municipal government or other
governmental body or agency; (xi) extensions, renewals or replacements of the
foregoing permitted liens to the extent of the original amounts thereof; (xii)
liens in connection with government and other contracts; (xiii) certain liens in
connection with taxes or legal proceedings; (xiv) certain other liens not
related to the borrowing of money; and (xv) liens in connection with Sale and
Lease-Back Transactions as described under "Limitations on Sale and Lease-Back".
(sec. 10-5).
In addition, the Company and its Restricted Subsidiaries may have Secured
Debt not otherwise permitted or excepted without equally and ratably securing
the Debt Securities if the sum of (a) the amount of such Secured Debt plus (b)
the aggregate value of Sale and Lease-Back Transactions (subject to certain
exceptions) described below, does not exceed 10% of Stockholders' Equity. (sec.
10-5).
Limitations on Sale and Lease-Back. Sale and Lease-Back Transactions of
any Principal Property which has been in full operation for 180 days (except
leases for a temporary period not exceeding 36 months) are prohibited unless (a)
the Company or its Restricted Subsidiaries would be entitled to incur Secured
Debt equal to the amount realizable upon such sale or transfer secured by a
mortgage on the property to be leased without equally and ratably securing the
Debt Securities; or (b) an amount equal to the greater of net proceeds of the
sale or fair value of the property sold is applied (i) to the retirement of
Consolidated Funded Debt or indebtedness that was Funded Debt at the time it was
created or (ii) to the purchase of other Principal Property having a value at
least equal to the greater of such amounts; or (c) the Sale and Lease-Back
Transaction involved was an industrial revenue bond, pollution control bond or
similar financing arrangement between the Company or any Restricted Subsidiary
and any Federal, state, municipal government or other governmental body or
agency. (sec. 10-6).
Restrictions on Transfer of Principal Property to Unrestricted
Subsidiaries. The Company and its Restricted Subsidiaries are prohibited from
transferring, except for fair value, any Principal Property to any Unrestricted
Subsidiary, unless an amount equal to the fair value of such property is applied
to the retirement of Consolidated Funded Debt or indebtedness that was Funded
Debt at the time it was created. (sec. 10-10).
Limitations on Merger by Restricted Subsidiaries. The Company will not
permit a Restricted Subsidiary to consolidate with or merge into any other
corporation or to sell substantially all its assets to any person, except with,
into or to (i) the Company or a Wholly-owned Restricted Subsidiary, (ii) a
corporation which, after giving effect to such transaction, will be a Restricted
Subsidiary, or (iii) any other corporation if such Restricted Subsidiary does
not own any stock or Funded Debt or Secured Debt of any other Restricted
Subsidiary and the consolidation, merger or sale is for consideration and upon
terms deemed by the Company's Board of Directors to be adequate and
satisfactory. (sec. 10-8).
Certain Limitations on Merger of the Company. The Company may consolidate
with or merge into any other corporation, or transfer substantially all of its
property to any other person, provided certain specified conditions are met.
(sec.sec. 8-1 and 8-2). If, upon any merger or consolidation of the Company with
or into any other corporation or upon any transfer of substantially all of its
assets to any other person, any Principal Property of the Company or a
Restricted Subsidiary would thereupon become subject to any mortgage, security
interest, pledge, lien or encumbrance not otherwise permitted under the
Indenture, the Company will, prior to such transaction, secure the Debt
Securities, equally and ratably with any other indebtedness of the Company then
entitled to be so secured, by a direct lien on such Principal Property and
certain other properties. (sec. 8-3).
DEFEASANCE AND COVENANT DEFEASANCE
Defeasance. The Indenture provides as to any series of Debt Securities to
which the provisions described in this paragraph are made applicable, that the
Company will be discharged from any and all obligations in respect of the Debt
Securities of such series (except for certain obligations to register the
transfer and exchange of such Debt Securities, to replace mutilated, destroyed,
lost or stolen Debt Securities, to compensate, reimburse and indemnify the
Trustee, to maintain an office or agency with respect to the Debt Securities and
to hold moneys for payment in trust) upon irrevocable deposit with the Trustee,
in trust, of
8
<PAGE> 10
money or U.S. government securities (as described in the Indenture) or a
combination thereof, which through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient to pay and discharge (i) the principal of (and premium, if any) and
each installment of principal of (and premium, if any) and interest on such Debt
Securities on the Stated Maturity of such principal or installment of principal
or interest and (ii) any mandatory sinking fund payments or analogous payments
applicable to Debt Securities of such series on the day on which such payments
are due and payable in accordance with the terms of the Indenture and such Debt
Securities. Such a trust may only be established if, among other things, the
Company has delivered to the Trustee an Opinion of Counsel (as specified in the
Indenture) to the effect that the Holders of such Debt Securities will not
recognize income, gain or loss for Federal income tax purposes as a result of
such deposit, defeasance and discharge and will be subject to Federal income tax
on the same amount and in the same manner and at the same times as would have
been the case if such deposit, defeasance and discharge had not occurred. Such
opinion must refer to or be based upon a ruling of the Internal Revenue Service
or a change in applicable Federal income tax law occurring after the date of the
Indenture. In the event of any such deposit and discharge, the Holders of such
Debt Securities would thereafter be entitled to look only to such trust fund for
payment of principal of (and premium, if any) and interest on the Debt
Securities. (sec. 4-3).
Covenant Defeasance. The Indenture provides as to any series of Debt
Securities to which the provisions described in this paragraph are made
applicable, that (i) the Company may omit to comply with the covenants contained
in sec.sec. 10-5 (Limitations on Liens), 10-6 (Limitations on Sale and
Lease-Back), 10-9 (Limitations on Change in Subsidiary Status) and 10-10
(Restriction on Transfer of Principal Property to Unrestricted Subsidiaries) of
the Indenture and (ii) such noncompliance shall not be deemed to be an Event of
Default under the Indenture and the Debt Securities upon irrevocable deposit
with the Trustee, in trust, of money or U.S. government securities or a
combination thereof, which through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient to pay and discharge (x) the principal of (and premium, if any) and
each installment of principal of (and premium, if any) and interest on such Debt
Securities on the Stated Maturity of such principal or installment of principal
or interest and (y) any mandatory sinking fund payments or analogous payments
applicable to Debt Securities of such series on the day on which such payments
are due and payable in accordance with the terms of the Indenture and such Debt
Securities. Such a trust may only be established if, among other things, the
Company has delivered to the Trustee an Opinion of Counsel (as specified in the
Indenture) to the effect that the Holders of such Debt Securities will not
recognize income, gain or loss for Federal income tax purposes as a result of
such deposit and defeasance of certain obligations and will be subject to
Federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such deposit and defeasance had not
occurred. The obligations of the Company under the Indenture and Debt Securities
other than with respect to the covenants referred to above and the Events of
Default other than the Event of Default referred to above shall remain in full
force and effect. (sec. 10-12).
The Prospectus Supplement will state if any defeasance provision will apply
to the Debt Securities.
MODIFICATION OF INDENTURE AND WAIVER OF CERTAIN COVENANTS
With the consent of the holders of at least a majority in principal amount
of the outstanding Debt Securities of each series affected, the Trustee and the
Company may execute a supplemental indenture to change the Indenture or modify
the rights of the holders of Debt Securities of any such series, but, without
the consent of the holder of each outstanding Debt Security so affected, a
supplemental indenture may not, among other things, (i) change the maturity of
principal or interest on any Debt Security, or reduce the principal amount
thereof or the interest thereon or any premium payable on redemption, or (ii)
reduce the aforesaid percentage of holders of Debt Securities of such series
whose consent shall be required to authorize any such supplemental indenture.
(sec. 9-2).
The holders of a majority in principal amount of the Debt Securities of any
series at the time outstanding may waive compliance with certain covenants in
the Indenture with respect to Debt Securities of such series. (sec. 10-11).
9
<PAGE> 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, 30 Rockefeller Plaza, New York, New York
10112.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
1994 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their reports also incorporated herein by reference, and have been so
incorporated in reliance upon such reports given upon the authority of that firm
as experts in auditing and accounting. The consolidated financial statements of
Reliance incorporated in this Prospectus by reference to the Company's Current
Report on Form 8-K dated December 21, 1994 have been audited by Price Waterhouse
LLP, independent accountants, as stated in their report also incorporated herein
by reference, and have been so incorporated in reliance upon such report given
upon the authority of that firm as experts in auditing and accounting.
------------------
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES OFFERED HEREBY BY
ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
10
<PAGE> 12
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> 13
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<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 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 three months ended December
31, 1994, filed as Exhibit 12-a to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended December 31, 1994, 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 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; (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.
(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
II-2
<PAGE> 14
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> 15
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 13TH DAY OF APRIL, 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 13TH DAY OF
APRIL, 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
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> 16
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
April 13, 1995
------------------
CONSENT OF COUNSEL
The consent of Chadbourne & Parke, counsel for the Company, is included in
their opinion filed as Exhibit 5 hereto.
II-5
<PAGE> 17
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
April 13, 1995
II-6
<PAGE> 18
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 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 three months ended
December 31, 1994, filed as Exhibit 12-a to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended December 31, 1994, 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 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
<PAGE> 2
therein not misleading. The Prospectus, at the time the Registration
Statement became effective did not, and as of the date hereof does not,
contain an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that the representations and warranties in this subsection shall
not apply (i) to statements in or omissions from the Registration Statement
or Prospectus made in reliance upon and in conformity with information
furnished to the Company in writing by any Underwriter expressly for use in
the Registration Statement or Prospectus or (ii) to that part of the
Registration Statement which shall constitute the Statement of Eligibility
and Qualification under the 1939 Act (Form T-1) (the "Form T-1") of the
Trustee under the Indenture.
(b) Any documents incorporated by reference in the Registration
Statement and the Prospectus subsequent to the date hereof will, when filed
with the Commission, conform in all material respects to the requirements
of the 1934 Act and the rules and regulations thereunder, and will not
contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they are made, not
misleading.
(c) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus, except as otherwise stated
therein or contemplated thereby, there has been no material adverse change
in the condition, financial or otherwise, or the results of operations of
the Company and its subsidiaries considered as one enterprise, whether or
not arising in the ordinary course of business.
(d) The execution and delivery of this Agreement and the Indenture and
the consummation of the transactions contemplated herein and therein have
been duly authorized by all necessary corporate action and will not
conflict with or constitute a breach of, or default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company pursuant to, any contract, indenture, mortgage,
loan agreement, note, lease or other instrument to which the Company is a
party or by which it may be bound or to which any of the property or assets
of the Company is subject, nor will such action result in any violation of
the provisions of the Restated Certificate of Incorporation, as amended, or
By-Laws of the Company or, to the best of its knowledge, any law,
administrative regulation or administrative or court decree applicable to
the Company; and no consent, approval, authorization or order of any court
or governmental authority or agency is required for the consummation by the
Company of the transactions contemplated by this Agreement, except such as
may be required under the 1933 Act, the 1939 Act or the Regulations or
state securities of 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
2
<PAGE> 3
substantially in the form heretofore delivered to you, except as
supplemented to reflect the terms of any one or more series of debt
securities; and the Purchased Securities and the Indenture conform in all
material respects to all statements relating thereto contained in the
Prospectus.
(f) No strike or labor stoppage by the employees of the Company or any
subsidiary exists, or, to the knowledge of the Company, is imminent which
is expected to have a material adverse effect upon the conduct of the
business, or the earnings, operations or condition, financial or otherwise,
of the Company and its subsidiaries, considered as one enterprise.
Any certificate signed by any officer of the Company and delivered to you
or counsel for the Underwriters in connection with an offering of Purchased
Securities shall be deemed a representation and warranty by the Company, as to
the matters covered thereby, to each Underwriter participating in such offering.
SECTION 2. Purchase and Sale. The several and not joint commitments of the
Underwriters to purchase Purchased Securities 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
3
<PAGE> 4
prior to Closing Time, of the names of the investors with which the making of
Delayed Delivery Contracts is approved by the Company and the principal amount
of Contract Securities to be covered by each such Delayed Delivery Contract.
The principal amount of Purchased Securities agreed to be purchased by the
respective Underwriters shall be reduced by the principal amount of Contract
Securities covered by Delayed Delivery Contracts accepted by the Company, as to
each Underwriter as set forth in written notice delivered by you to the Company;
provided, however, that the total principal amount of Purchased Securities to be
purchased by all Underwriters shall be the total amount of Purchased Securities,
less the principal amount of Contract Securities covered by Delayed Delivery
Contracts.
SECTION 3. Covenants of the Company. The Company covenants with each of
you and with each Underwriter as follows:
(a) Immediately following the execution of this Agreement, the Company
will prepare a Prospectus Supplement setting forth the principal amount of
Purchased Securities covered thereby and their terms not otherwise
specified in the Indenture, the names of the Underwriters participating in
the offering and the principal amount of Purchased Securities which each
severally has agreed to purchase, the names of the Underwriters acting as
co-managers in connection with the offering, the price at which the
Purchased Securities are to be purchased by the Underwriters from the
Company, the initial public offering price, the selling concession and
reallowance, if any, any delayed delivery arrangements, and such other
information as you and the Company deem appropriate in connection with the
offering of the Purchased Securities. The Company will promptly transmit
copies of the Prospectus Supplement to the Commission for filing pursuant
to Rule 424 of the Regulations and will furnish to the Underwriters named
therein as many copies of the Prospectus and such Prospectus Supplement as
you shall reasonably request.
(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
4
<PAGE> 5
you with copies of any such amendment or supplement proposed to be filed a
reasonable time in advance of filing, and will not file any such amendment
or supplement in a form to which you or your counsel shall reasonably
object.
(e) The Company will notify each of you immediately, and confirm the
notice in writing, (i) of the filing or effectiveness of any amendment to
the Registration Statement, (ii) of the mailing or the delivery to the
Commission for filing of any supplement to the Prospectus, (iii) of the
receipt of any comments from the Commission with respect to the
Registration Statement, the Prospectus or any Prospectus Supplement, (iv)
of any request by the Commission for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus with respect to
the Purchased Securities or for additional information with respect
thereto, and (v) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose. The Company will make every
reasonable effort to prevent the issuance of any stop order and, if any
stop order is issued, to obtain the lifting thereof at the earliest
possible moment.
(f) The Company will deliver to each of you as many signed and
conformed copies of the Registration Statement (as originally filed) and
each amendment thereto (including exhibits filed therewith or incorporated
by reference therein and documents incorporated by reference in the
Prospectus) as you may reasonably request and will also deliver to you a
conformed copy of the Registration Statement and each amendment thereto for
each of the Underwriters.
(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 Messrs.
Chadbourne & Parke, 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.
(viii) The Registration Statement is effective under the 1933 Act
and, to the best of their knowledge and information,
6
<PAGE> 7
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 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.
7
<PAGE> 8
(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 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
8
<PAGE> 9
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 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.
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<PAGE> 10
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
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
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<PAGE> 11
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 1993 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section, each person, if any, who controls an Underwriter
within the meaning of Section 15 of the 1933 Act shall have the same rights to
contribution as such Underwriter, and each director of the Company, each officer
of the Company who signed the Registration Statement and each person, if any,
who controls the Company within the meaning of Section 15 of the 1933 Act shall
have the same rights to contribution as the Company.
SECTION 8. Representations and Warranties to Survive Delivery. All
representations and warranties contained in this Agreement, or contained in
certificates of officers of the Company submitted pursuant hereto, shall
11
<PAGE> 12
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.
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
12
<PAGE> 13
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
TERMS AGREEMENT
SCHEDULE A
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
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- ----------
<S> <C>
---------
=========
</TABLE>
<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
- ----------------------------------------------------
2
<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.)
<TABLE>
<CAPTION>
TELEPHONE NO.
NAME (INCLUDING AREA CODE)
---- ------------------------
<S> <C>
</TABLE>
3
<PAGE> 1
Letterhead of Chadbourne & Parke
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100
April 13, 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- April 13, 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- April 13, 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
<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, a Registration
Statement or 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, additional debt
securities of the Corporation in an aggregate principal amount of up to
$300,000,000.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Donald R. Beall Chairman of the Board and Chief Executive Officer March 25, 1995
- ------------------------------------ (principal executive officer) and Director
Donald R. Beall
Lew Allen, Jr. Director March 25, 1995
- ------------------------------------
Lew Allen, Jr.
Richard M. Bressler Director March 25, 1995
- ------------------------------------
Richard M. Bressler
John J. Creedon Director March 25, 1995
- ------------------------------------
John J. Creedon
Robin Chandler Duke Director March 25, 1995
- ------------------------------------
Robin Chandler Duke
Judith L. Estrin Director March 25, 1995
- ------------------------------------
Judith L. Estrin
William H. Gray, III Director March 25, 1995
- ------------------------------------
William H. Gray, III
James Clayburn La Force, Jr. Director March 25, 1995
- ------------------------------------
James Clayburn La Force, Jr.
William T. McCormick, Jr. Director March 25, 1995
- ------------------------------------
William T. McCormick, Jr.
John D. Nichols Director March 25, 1995
- ------------------------------------
John D. Nichols
Bruce M. Rockwell Director March 25, 1995
- ------------------------------------
Bruce M. Rockwell
William S. Sneath Director March 25, 1995
- ------------------------------------
William S. Sneath
Joseph F. Toot, Jr. Director March 25, 1995
- ------------------------------------
Joseph F. Toot, Jr.
W. Michael Barnes Senior Vice President, Finance & Planning and Chief March 25, 1995
- ------------------------------------ Financial Officer (principal financial officer)
W. Michael Barnes
Lawrence J. Komatz Vice President and Controller (principal accounting March 25, 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 7th day of APRIL, 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 December 31, 1994, 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 ............................................ $ 6,291
Interest-bearing balances .................................... 5,484
Securities: ......................................................
Held to maturity securities........................................ 6,313
Available for sale securities...................................... 16,699
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 ........................................... 1,922
Securities purchased under agreements to resell .............. 0
Loans and lease financing receivables:
Loans and leases, net of unearned income $66,724
Less: Allowance for loan and lease losses 1,909
Less: Allocated transfer risk reserve ... 113
-------
Loans and leases, net of unearned income,
allowance, and reserve ....................................... 64,702
Assets held in trading accounts ................................... 25,685
Premises and fixed assets (including capitalized leases)........... 1,409
Other real estate owned ........................................... 248
Investments in unconsolidated subsidiaries and
associated companies.......................................... 150
Customer's liability to this bank on acceptance
outstanding .................................................. 1,064
Intangible assets ................................................. 535
Other assets ...................................................... 5,240
--------
TOTAL ASSETS ...................................................... $135,742
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices ................................ $47,044
Noninterest-bearing .........................$16,782
Interest-bearing ............................ 30,262
-------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .......................................... 31,227
Noninterest-bearing .........................$ 124
Interest-bearing ............................ 31,103
-------
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 ............................ 12,222
Securities sold under agreements to repurchase ..... 1,428
Demand notes issued to the U.S. Treasury ................ 1,105
Trading liabilities ..................................... 17,412
Other Borrowed money:
With original maturity of one year or less ......... 7,500
with original maturity of more than one year ....... 916
Mortgage indebtedness and obligations under capitalized
leases ............................................. 22
Bank's liability on acceptances executed and outstanding 1,081
Subordinated notes and debentures ....................... 3,410
Other liabilities ....................................... 5,205
TOTAL LIABILITIES ....................................... 128,572
--------
EQUITY CAPITAL
Common stock .......................................... 620
Surplus ............................................... 4,501
Undivided profits and capital reserves ................ 2,461
Net unrealized holding gains (Losses)
on available-for-sale securities ...................... (410)
Cumulative foreign currency translation adjustments ... (2)
TOTAL EQUITY CAPITAL .................................. 7,170
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .......................... $135,742
========
</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 )
- 5 -
