SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Reliance Electric Company
(Name of issuer)
Class A Common Stock, Par Value $.01 Per Share
(Title of class of securities)
759458102
(CUSIP number)
William J. Calise, Jr., Esq.
Senior Vice President, General Counsel & Secretary
Rockwell International Corporation
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3123
(412) 565-2905
(Name, address and telephone number of person
authorized to receive notices and communications)
January 27, 1995
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box /.
Check the following box if a fee is being paid with the statement /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
(Continued on following pages)
- ------------------
* This Amendment No. 3 amends Rockwell International Corporation's and ROK
Acquisition Corporation's Schedule 13D filed as part of Amendment No. 10 to
their Tender Offer Statement on Schedule 14D-1, filed with the Securities
and Exchange Commission on December 7, 1994.
<PAGE>
(Page 2 of 4 Pages)
CUSIP No. 759458102 13D
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
ROCKWELL INTERNATIONAL CORPORATION
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER 1,000 SHARES OF COMMON
STOCK (SEE ITEMS 3-5)
SHARES
BENEFICIALLY ------------------------------------------------------------
8 SHARED VOTING POWER NONE
OWNED BY
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,000 SHARES OF COMMON
STOCK (SEE ITEMS 3-5)
REPORTING
------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 SHARES OF COMMON STOCK (SEE ITEMS 3-5)
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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(Page 3 of 4 Pages)
Items 3-5.
Rockwell International Corporation, a Delaware corporation
("Rockwell"), has acquired 100% of the outstanding stock of Reliance
Electric Company, a Delaware corporation ("Reliance").
ROK Acquisition Corporation ("ROK"), a Delaware corporation and a
wholly-owned subsidiary of Rockwell, which was the owner on January 27,
1995 of (i) more than 90 percent of the outstanding shares of the Class A
Common Stock, par value $.01 per share ("Class A Shares"), of Reliance,
(ii) more than 90 percent of the outstanding shares of the Class B Common
Stock, par value $.01 per share ("Class B Shares"), of Reliance and
(iii) 100 percent of the outstanding shares of the Class C Common Stock,
par value $.01 per share ("Class C Shares" and, together with the Class A
Shares and the Class B Shares, the "Shares"), of Reliance, on such date
caused the merger of ROK with and into Reliance (the "Merger") contemplated
by the Agreement and Plan of Merger, dated as of November 21, 1994, by and
among Reliance, ROK and Rockwell to become effective without a meeting of
stockholders of Reliance pursuant to Section 253 of the Delaware General
Corporation Law.
At the effective time of the Merger on January 27, 1995, by virtue of
the Merger:
(a) each Share then owned by Rockwell, ROK or any subsidiary of
Rockwell or ROK and each Share then held in the treasury of
Reliance or by any subsidiary of Reliance was cancelled and
retired and ceased to exist with no payment being made with
respect thereto;
(b) each other then remaining issued and outstanding Class A Share
and Class B Share (other than Class A Shares and Class B Shares
held by stockholders who shall perfect appraisal rights in
accordance with Section 262 of the Delaware General Corporation
Law) was converted into the right to receive $31 in cash (the
"Class A and Class B Merger Price"), net to the holder thereof,
without interest thereon, payable upon the surrender of the
certificate representing such Class A Share or Class B Share and
each certificate representing each such Class A Share or Class B
Share so converted was forthwith cancelled;
(c) each of the 1,000 then outstanding shares of common stock of ROK
was converted into and became one fully paid and nonassessable
share of common stock, par value $1.00 per share, of Reliance, as
the surviving corporation of the Merger; and
(d) Reliance became a wholly-owned subsidiary of Rockwell.
Rockwell obtained the funds to pay the Class A Merger Price and Class
B Merger Price for all Class A Shares and Class B Shares outstanding
immediately prior to the effective time of the Merger from funds available
in its cash accounts, including funds obtained through private placements
of Rockwell's commercial paper notes with financial institutions.
<PAGE>
(Page 4 of 4 Pages)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
ROCKWELL INTERNATIONAL CORPORATION
By: William J. Calise, Jr.
---------------------------
William J. Calise, Jr.
Senior Vice President,
General Counsel & Secretary
Dated: January 30, 1995
