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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 13, 1995
ROCKWELL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-1035 95-1054708
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2201 Seal Beach Boulevard, Seal Beach, California 90740-8250
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (412) 565-4090
(Office of the Secretary)
Not Applicable
(Former name or former address, if changed since last report)
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(Page 1 of 4 Pages)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On June 13, 1995 the Registrant issued and sold $300 million aggregate
principal amount of its 6 5/8% Notes due June 1, 2005 (the "Notes") in an
underwritten public offering. Reference is made to the Registrant's Registration
Statement on Form S-3 (File No. 33-58575) under the Securities Act of 1933, as
amended, and the related Prospectus dated April 19, 1995, as supplemented by the
Prospectus Supplement dated June 8, 1995, filed with the Securities and Exchange
Commission. The Representative of the underwriters in respect of the offering
was Morgan Stanley & Co. Incorporated. Chemical Bank (as successor by merger to
Manufacturers Hanover Trust Company) is the Trustee under the Indenture under
which the Notes were issued. The Registrant intends to use the net proceeds of
the offering to repay commercial paper notes of the Registrant which on June 8,
1995 had an interest rate of 6.22%. The proceeds of such commercial paper notes
were applied toward the approximately $1.6 billion purchase price for Reliance
Electric Company, the Registrant's acquisition of which was completed on January
27, 1995.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(c) Exhibits
1 Conformed copy of Underwriting Agreement dated June 8,
1995 between the Registrant and Morgan Stanley & Co.
Incorporated, as Representative of the several
underwriters named in Schedule B thereto.
4-a Specimen certificate for the Registrant's 6 5/8% Notes
due June 1, 2005.
4-b Indenture dated as of October 1, 1982 between the
Registrant and Chemical Bank (as successor by merger to
Manufacturers Hanover Trust Company), as Trustee,
relating to the Notes, including the form of Security
at pages 6-11, filed as Exhibit 4-a to
(Page 2 of 4 Pages)
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the Registrant's Registration Statement on Form S-3
(File No. 33-39510), is incorporated herein by
reference.
4-c First Supplemental Indenture dated as of February 27,
1987 between the Registrant and Chemical Bank (as
successor by merger to Manufacturers Hanover Trust
Company), as Trustee, filed as Exhibit 4-b to the
Registrant's Registration Statement on Form S-3 (File
No. 33-39510), is incorporated herein by reference.
(Page 3 of 4 Pages)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ROCKWELL INTERNATIONAL CORPORATION
(Registrant)
By /s/ William J. Calise, Jr.
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William J. Calise, Jr., Esq.
Senior Vice President, General
Counsel and Secretary
Dated: June 14, 1995
(Page 4 of 4 Pages)
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EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- ----
1 -- Conformed copy of Underwriting Agreement dated June 8,
1995 between the Registrant and Morgan Stanley & Co.
Incorporated, as Representative of the several
underwriters named in Schedule B thereto.
4-a -- Specimen of certificate for the Registrant's 6 5/8%
Notes due June 1, 2005.
4-b -- Indenture dated as of October 1, 1982 between the
Registrant and Chemical Bank (as successor by merger to
Manufacturers Hanover Trust Company), as Trustee,
relating to the Notes, including the form of Security at
pages 6-11, filed as Exhibit 4-a to the Registrant's
Registration Statement on Form S-3 (File No. 33-39510),
is incorporated herein by reference.
4-c -- First Supplemental Indenture dated as of February 27,
1987 between the Registrant and Chemical Bank (as
successor by merger to Manufacturers Hanover Trust
Company), as Trustee, filed as Exhibit 4-b to the
Registrant's Registration Statement on Form S-3 (File No.
33-39510), is incorporated herein by reference.
Exhibit 1
ROCKWELL INTERNATIONAL CORPORATION
$300,000,000 6-5/8% Notes due June 1, 2005
UNDERWRITING AGREEMENT
June 8, 1995
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 titles and amounts 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.
33-58575) 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
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documents incorporated therein by reference, as from time to time may be amended
or supplemented, pursuant to the Securities Exchange Act of 1934, as amended
(the "1934 Act"), the 1933 Act or otherwise, are in each case collectively
referred to herein as the "Registration Statement" and the "Prospectus",
respectively; provided, however, that a supplement of the Prospectus
contemplated by Section 3(a) (a "Prospectus Supplement") shall be deemed to have
supplemented the Prospectus only with respect to the offering of the Purchased
Securities to which it relates and such Prospectus Supplement shall be the only
supplement included in the terms "Registration Statement" or "Prospectus".
SECTION 1. Representations and Warranties. The Company
represents and warrants to each Underwriter as of the date hereof, as follows:
(a) The Registration Statement and the Prospectus, at the
time the Registration Statement became effective complied, and as of
the date hereof complies, in all material respects with the
requirements of the 1933 Act, the rules and regulations thereunder
(the "Regulations"), the 1934 Act and the rules and regulations
thereunder and the 1939 Act. The Registration Statement, at the time
the Registration Statement became effective did not, and as of the
date hereof does not, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading. The
Prospectus, at the time the Registration Statement became effective
did not, and as of the date hereof does not, 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.
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(b) Any documents incorporated by reference in the
Registration Statement and the Prospectus subsequent to the date
hereof will, when filed with the Commission, conform in all material
respects to the requirements of the 1934 Act and the rules and
regulations thereunder, and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of
the circumstances under which they are made, not misleading.
(c) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as
otherwise stated therein or contemplated thereby, there has been no
material adverse change in the condition, financial or otherwise, or
the results of operations of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary
course of business.
(d) The execution and delivery of this Agreement and the
Indenture and the consummation of the transactions contemplated herein
and therein have been duly authorized by all necessary corporate
action and will not conflict with or constitute a breach of, or
default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company
pursuant to, any contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which the Company is a party or by which
it may be bound or to which any of the property or assets of the
Company is subject, nor will such action result in any violation of
the provisions of the Restated Certificate of Incorporation, as
amended, or By-Laws of the Company or, to the best of its knowledge,
any law, administrative regulation or administrative or court decree
applicable to the Company; and no consent, approval, authorization or
order of any court or governmental authority or agency is required for
the consummation by the Company of the transactions contemplated by
this Agreement, except such as may be required under the 1933 Act, the
1939 Act or the Regulations or state securities or Blue Sky laws.
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(e) The Purchased Securities have been duly authorized for
issuance and sale pursuant to this Agreement and, when duly executed,
authenticated and delivered pursuant to the provisions of this
Agreement and of the Indenture against payment of the consideration
therefor in accordance with this Agreement, the Purchased Securities
will be valid and legally binding obligations of the Company
enforceable in accordance with their terms, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting
the enforcement of creditors' rights in general and general principles
of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law), and will be entitled to the
benefits of the Indenture, which will be substantially in the form
heretofore delivered to you, except as supplemented to reflect the
terms of any one or more series of debt 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
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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
<PAGE>
days 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
<PAGE>
necessary to further amend or supplement the Prospectus in order that
the Prospectus will not include an untrue statement of a material fact
or omit to state any material fact necessary to make the statements
therein not misleading in the light of circumstances existing at the
time it is delivered to a purchaser or if it shall be necessary at any
such time to amend or supplement the Registration Statement or the
Prospectus in order to comply with the requirements of the 1933 Act or
the Regulations, the Company will promptly prepare and file with the
Commission such amendment or supplement, whether by filing documents
pursuant to the 1934 Act or otherwise, as may be necessary to correct
such untrue statement or omission or to make the Registration
Statement comply with such requirements.
(c) The Company will make generally available to its
security holders, in each case as soon as practicable, earnings
statements (in form complying with the provisions of Section 11(a) of
the 1933 Act, which need not be certified by independent certified
public accountants unless required by the 1933 Act or the Regulations)
covering a twelve month period beginning not later than the first day
of the Company's fiscal quarter next following the date of this
Agreement.
(d) The Company will give you notice of its intention to
file any amendment to the Registration Statement or any supplement to
the Prospectus with respect to the Purchased Securities, other than
those made by the filing of documents pursuant to the 1934 Act, will
furnish you with copies of any such amendment or supplement proposed
to be filed 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
<PAGE>
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
<PAGE>
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:
(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
<PAGE>
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 in
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, no stop order suspending the effectiveness of
the Registration
<PAGE>
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, on the date hereof, 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
<PAGE>
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.
(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,
<PAGE>
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
<PAGE>
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 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
<PAGE>
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.
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:
<PAGE>
(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,
<PAGE>
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
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
<PAGE>
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
<PAGE>
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section, each person, if
any, who controls an Underwriter within the meaning of Section 15 of the 1933
Act shall have the same rights to contribution as such Underwriter, and each
director of the Company, each officer of the Company who signed the Registration
Statement and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act shall have the same rights to contribution as the
Company.
SECTION 8. Representations and Warranties To Survive
Delivery. All representations and warranties contained in this Agreement, or
contained in certificates of officers of the Company submitted pursuant hereto,
shall remain operative and in full force and effect, regardless of any
termination of this Agreement, or any investigation made by or on behalf of any
Underwriter or controlling person, or by or on behalf of the Company, and shall
survive delivery of any Purchased Securities to the Underwriters.
SECTION 9. Termination. You may terminate this Agreement,
immediately upon notice to the Company, at any time at or prior to the Closing
Time (i) if there has been, since the date of this Agreement, any material
adverse change in the condition, financial or otherwise, of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) if there has occurred any outbreak or
escalation of hostilities or any change in financial markets or any calamity or
crisis that, in your reasonable judgment, is material and adverse, which makes
it impracticable to market the Purchased Securities or enforce contracts for the
sale of the Purchased Securities, or (iii) if trading in the Common Stock of the
Company has been suspended by the Commission or a national securities exchange,
or if trading generally on either the American Stock Exchange or the New York
Stock Exchange has been suspended, or minimum or maximum prices for trading have
been fixed, or maximum ranges for prices for securities have been required, by
either of said exchanges or by order of the Commission or any other governmental
authority, or if a banking moratorium has been declared by either Federal or New
York authorities. In the event of any such termination, (x) the covenants set
forth in Section 3 with respect to any offering of Purchased Securities shall
remain in effect so long as any Underwriter
<PAGE>
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 order that
any required changes in the Registration
<PAGE>
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.
<PAGE>
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 /s/ William J. Calise, Jr.
-------------------------------
Name: William J. Calise, Jr.
Title: Senior Vice President
CONFIRMED AND ACCEPTED,
as of the date first above written:
THE UNDERWRITERS NAMED IN SCHEDULE B HERETO
By MORGAN STANLEY & CO. INCORPORATED
by /s/ Jim Glascott
-------------------------
Name: Jim Glascott
Title: Principal
<PAGE>
SCHEDULE A
TERMS AGREEMENT
---------------
Underwriting Agreement dated June 8, 1995
Representative: Morgan, Stanley & Co. Incorporated
Title of Securities: 6-5/8% Notes due June 1, 2005
Amount of Securities: $300,000,000
Price to Public: 99.672% plus accrued interest from
June 1, 1995
Purchase Price: 99.336% plus accrued interest from
June 1, 1995
Delayed Delivery - NONE
Fee:
Minimum principal amount of each Contract:
Maximum aggregate principal amount of all Contracts:
Closing -
Office for delivery of Securities: Chadbourne & Parke
Office for payment for Securities: Chadbourne & Parke
Date and time of Closing: 10:00 a.m., June 13, 1995
Office for Checking Securities: Chemical Bank
Underwriting commissions or other compensation: .336%
Addresses for notices as per Section 11:
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, NY 10020
Attention: Capital Markets
<PAGE>
SCHEDULE B
Underwriting Agreement dated June 8, 1995
Underwriter Principal
----------- Amount of
6-5/8% Notes
------------
Morgan Stanley & Co. $250,000,000
Incorporated
Lehman Brothers Inc. 50,000,000
TOTAL $300,000,000
============
<PAGE>
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
<PAGE>
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 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
<PAGE>
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 this address set forth below. This will become a binding contract
between the Company and the undersigned when such copy is so mailed or
delivered.
This Agreement shall be governed by the laws of the State of New York.
Yours very truly,
------------------------------
(Name of Purchaser)
by
--------------------------
(Title)
------------------------------
------------------------------
(Address)
Accepted as of the date first above written.
ROCKWELL INTERNATIONAL CORPORATION
By -------------------------------
<PAGE>
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.)
Name Telephone No.
---- -------------
<PAGE>
Exhibit 4-a
[FACE OF NOTE]
NUMBER DOLLARS
R
REGISTERED [Logo of Rockwell International Corporation] REGISTERED
ROCKWELL INTERNATIONAL CORPORATION
6-5/8% Note due June 1, 2005
CUSIP 774347 AP 3
Rockwell International Corporation,
a corporation duly organized and existing
under the laws of the State of Delaware
(herein referred to as the "Company"), for
value received, hereby promises to pay to
6-5/8% due 2005 6-5/8% due 2005
or registered assigns,
the principal sum of DOLLARS
on June 1, 2005, and to pay interest, semiannually on June 1 and December 1 of
each year, on said principal sum at the rate of 6-5/8% per annum, from the
Interest Payment Date next preceding the date of this Security to which interest
has been paid on this Security, unless the date hereof is a date to which
interest has been paid, in which case from the date of this Security unless no
interest has been paid on this Security since the Original Issuance Date hereof,
in which case from the Interest Payment Date next preceding such Original
Issuance Date (unless such Original Issuance Date was a June 1 or December 1, in
which case from such Original Issuance Date), until payment of said principal
sum has been made or duly provided for. Notwithstanding the foregoing, if the
date hereof is after a May 15 or November 15, as the case may be, and before the
following Interest Payment Date, this Security shall bear interest from such
Interest Payment Date; PROVIDED, HOWEVER, that if the Company shall default in
the payment of interest due on such Interest Payment Date, then this Security
shall bear interest from the next preceding Interest Payment Date to which
interest has been paid, or, if no interest has been paid on this Security since
the Original Issuance Date of this Security, from the June 1 or December 1 next
preceding such Original Issuance Date (unless such Original Issuance Date was a
June 1 or December 1, in which case from such Original Issuance Date). The
interest so payable on any Interest Payment Date will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the May 15 or November 15,
as the case may be, next preceding such Interest Payment Date. The principal of
and interest on this Security are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts at the office or agency of the Company in the Place of
Payment, and at such other locations as the Company may from time to time
designate; PROVIDED, that interest may be paid, at the option of the Company, by
check mailed to the Person entitled thereto at his address last appearing on the
Security Register. Any interest not punctually paid or duly provided for shall
be payable as provided in said Indenture.
Reference is made to the further provisions of this Security set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee by the manual signature of one of its authorized officers, this Security
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
[the word "REGISTERED" is superimposed over the foregoing text]
IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT TO BE DULY EXECUTED
UNDER ITS CORPORATE SEAL.
Dated:
ROCKWELL INTERNATIONAL CORPORATION
Attest: /s/ WILLIAM J. CALISE, JR. By /s/ DONALD R. BEALL
SECRETARY CHAIRMAN OF THE BOARD
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
CHEMICAL BANK
as Trustee
By
Authorized Officer
[Rockwell International Corporation Corporate Seal]
[REVERSE OF NOTE]
ROCKWELL INTERNATIONAL CORPORATION
6-5/8% Note due June 1, 2005
This Security is one of a duly authorized issue of Securities of the
Company designated as its 6-5/8% Notes due June 1, 2005 (Securities of such
series being hereinafter called the "Securities"), limited in aggregate
principal amount to $300,000,000, issued under an Indenture dated as of October
1, 1982, as supplemented by the First Supplemental Indenture, dated as of
February 27, 1987 (hereinafter called the "Indenture"), between the Company and
Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company),
as Trustee (hereinafter called the "Trustee", which term includes any successor
trustee under the Indenture with respect to the Securities of this series), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Company, the Trustee
and the Holders of the Securities, and the terms upon which the Securities are,
and are to be, authenticated and delivered.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin and currency, herein
prescribed.
This Security is not redeemable prior to maturity.
As provided in the Indenture and subject to certain limitations therein set
forth, this Security may be registered for transfer on the Security Register of
the Company, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Place of Payment, and at such other
locations as the Company may from time to time designate, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Registered Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Securities are issuable only as registered Securities without coupons
in the denominations of $1,000 and any integral multiple thereof. As provided in
the Indenture, and subject to certain limitations therein set forth, Securities
are exchangeable for a like aggregate principal amount of Securities of
different authorized denominations, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Security, the
Company, the Trustee, the Security Registrar, the Paying Agent and any agent of
any one thereof may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee, the Security Registrar, the Paying Agent
nor any such agent shall be affected by notice to the contrary.
If an Event of Default, as defined in the Indenture, with respect to the
Securities shall occur, the principal of all the Securities may be declared due
and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company with respect to the Securities and the rights of the Holders of the
Securities under the Indenture at any time by the Company with the consent of
the Holders of a majority in aggregate principal amount of the Securities at the
time Outstanding. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not a notation of such consent or waiver is made upon this
Security.
No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
The Company at its option, subject to the terms and conditions contained in
the Indenture, (a) will be discharged from any and all obligations in respect of
the Securities (except for certain obligations to register the transfer and
exchange of such Securities, to replace mutilated, destroyed, lost or stolen
Securities, to compensate, reimburse and indemnify the Trustee, to maintain an
office or agency with respect to the Securities and to hold moneys for payment
in trust) or (b) may omit to comply with certain restrictive covenants contained
in the Indenture, in each case upon irrevocable deposit with the Trustee in
trust of money or U.S. government securities (as described in the Indenture) or
a combination thereof, which through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient to discharge the principal of and interest on such Securities on the
Stated Maturity of such principal or interest.
Except as otherwise defined herein, all terms used in this Security which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - Custodian
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(Cust) (Minor)
under Uniform Gifts to Minors
Act
----------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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| |
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|----------------------------------|--------------------------------------------
- --------------------------------------------------------------------------------
Please print or typewrite name and address including postal zip code of assignee
- --------------------------------------------------------------------------------
the within Note and all rights thereunder, and hereby irrevocably
constituting and appointing
- -----------------------------------------------------------------------attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
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-----------------------------------
NOTICE: The signature to this
assignment must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change whatever.
