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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ROCKWELL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-1054708
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
2201 Seal Beach Boulevard,
Seal Beach, California 90740-8250
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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6 5/8% Notes due June 1, 2005 New York Stock Exchange
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [X]
If this Form relates to the registration of a class of
debt securities and is to become effective simultaneously with the effectiveness
of a concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
Reference is made to the material under the caption "Description of Debt
Securities" on pages 6-10 of the Registrant's Prospectus dated April 19, 1995, a
form of which is included as a part of the Registrant's Registration Statement
on Form S-3 (File No. 33-58575), which Registration Statement was ordered
effective by the Commission on April 19, 1995, and to the material under the
caption "Description of Notes" on page S-5 of the Prospectus Supplement dated
June 8, 1995 relating to the aforesaid Prospectus. The material referred to in
the Prospectus and the Prospectus Supplement is incorporated herein by
reference.
Item 2. Exhibits.
Exhibit A. Specimen certificate for the Registrant's 6 5/8% Notes due June
1, 2005.
Exhibit 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 described in Exhibit A above, including the
form of Security at pages 6-11, filed as Exhibit 4-a to the Registrant's
Registration Statement on Form S-3 (File No. 33-39510), is incorporated herein
by reference.
Exhibit 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>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ROCKWELL INTERNATIONAL CORPORATION
(Registrant)
By /s/ William J. Calise, Jr.
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William J. Calise, Jr., Esq.
Senior Vice President,
General Counsel and Secretary
Dated: June 9, 1995
Exhibit 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
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(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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Please print or typewrite name and address including postal zip code of assignee
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the within Note and all rights thereunder, and hereby irrevocably
constituting and appointing
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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.
