SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
BROOKTREE CORPORATION
(Name of issuer)
COMMON STOCK, NO PAR VALUE
(Title of class of securities)
114577109
(CUSIP number)
William J. Calise, Jr., Esq.
Senior Vice President,
General Counsel and Secretary
Rockwell International Corporation
2201 Seal Beach Boulevard
Seal Beach, California 90740-8250
(412) 565-4090 (Office of the Secretary)
(Name, address and telephone number of person
authorized to receive notices and communications)
September 25, 1996
(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 [x].
(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)
(Page 1 of 9 Pages)
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CUSIP No. 114577109 13D (Page 2 of 9 Pages)
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ROCKWELL INTERNATIONAL CORPORATION 95-1054708
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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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) [x]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7. SOLE VOTING POWER 1,000 SHARES OF COMMON STOCK
NUMBER OF (SEE ITEMS 3-5 BELOW)
SHARES ---------------------------------------------------------------
BENEFICIALLY
OWNED BY EACH 8. SHARED VOTING POWER NONE
REPORTING
PERSON ---------------------------------------------------------------
WITH
9. SOLE DISPOSITIVE POWER 1,000 SHARES OF COMMON STOCK
(SEE ITEMS 3-5 BELOW)
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10. SHARED DISPOSITIVE POWER NONE
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 SHARES OF COMMON STOCK (SEE ITEMS 3-5 BELOW)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
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14. TYPE OF REPORTING PERSON
CO
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(Page 2 of 9 Pages)
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, no par value (the
"Shares"), of Brooktree Corporation, a California corporation (the "Company").
The address of the principal executive offices of the Company is 9868 Scranton
Road, San Diego, California 92121-3707.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Rockwell International
Corporation, a Delaware corporation ("Rockwell"). Rockwell is a diversified,
high technology corporation engaged in research, development and manufacture of
many products in automation, avionics, semiconductor systems, aerospace, defense
electronics and automotive component systems for commercial and government
markets. The address of the principal executive offices of Rockwell is 2201 Seal
Beach Boulevard, Seal Beach, California 90740-8250.
Set forth below are the name, residence or business address
and present principal occupation or employment of each executive officer and
director of Rockwell and the name, principal business and address of any
corporation or other organization in which such employment is conducted. Except
as otherwise noted, the business address of each such person is Rockwell
International Corporation, 2201 Seal Beach Boulevard, Seal Beach, California
90740-8250, and each such person is a United States citizen. Directors of
Rockwell are indicated by an asterisk.
Name and Address Principal Occupation or Employment
- ---------------- ----------------------------------
Donald R. Beall*.................... Chairman of the Board and Chief Executive
Officer of Rockwell
Don H. Davis, Jr.*.................. President and Chief Operating Officer of
Rockwell
Lew Allen, Jr.*..................... General, U.S. Air Force (Retired)
1040 South Arroyo Boulevard
Pasadena, CA 91105
(Page 3 of 9 Pages)
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Name and Address Principal Occupation or Employment
- ---------------- ----------------------------------
W. Michael Barnes................. Senior Vice President, Finance & Planning
and Chief Financial Officer of Rockwell
Richard M. Bressler*.............. Retired Chairman of the Board, El Paso
999 Third Avenue, Suite 2300 Natural Gas Company (Natural Gas Operations)
Seattle, WA 98104
William J. Calise, Jr. ........... Senior Vice President, General Counsel and
Secretary of Rockwell
Lee H. Cramer..................... Vice President and Treasurer of Rockwell
625 Liberty Avenue
Pittsburgh, PA 15222-3123
John J. Creedon*.................. Consultant and Director of various
200 Park Avenue, Suite 5700 corporations and former President and
New York, NY 10166 Chief Executive Officer, Metropolitan Life
Insurance Company
Judith L. Estrin*................. President and Chief Executive Officer,
101 First Street, Suite 508 Precept Software, Inc. (Networking Software)
Los Altos, CA 94022
William D. Fletcher............... Senior Vice President, Technology &
Business Development of Rockwell
Jodie K. Glore.................... Senior Vice President of Rockwell and
1201 South Second Street President & Chief Operating Officer -
Milwaukee, WI 52304 Rockwell Automation
William H. Gray, III*............. President and Chief Executive Officer,
8260 Willow Oaks Corporate Drive United Negro College Fund (Educational
P.O. Box 10444 Assistance)
Fairfax, VA 22031
Lawrence J. Komatz................ Vice President and Controller of Rockwell
625 Liberty Avenue
Pittsburgh, PA 15222-3123
(Page 4 of 9 Pages)
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Name and Address Principal Occupation or Employment
- ---------------- ----------------------------------
James Clayburn La Force, Jr.*....... Dean Emeritus, John E. Anderson Graduate
P.O. Box 1595 School of Management, University of
Pauma Valley, CA 92061 California, Los Angeles
Thomas A. Madden.................... Vice President, Corporate Development of
Rockwell
William T. McCormick, Jr.*.......... Chairman of the Board and Chief Executive
Fairlane Plaza South Officer, CMS Energy Corporation
330 Town Center Drive (Diversified Energy Company)
Suite 1100
Dearborn, MI 48126
John A. McLuckey.................... Senior Vice President and President &
Chief Operating Officer - Aerospace and
Defense of Rockwell
Robert H. Murphy.................... Senior Vice President, Organization and
Human Resources of Rockwell
John D. Nichols*.................... Retired Chairman of the Board and Chief
3600 West Lake Avenue Executive Officer, Illinois Tool Works,
Glenview, IL 60025-5811 Inc. (Engineered Components and Industrial
Systems and Consumables)
William A. Sante, II................ General Auditor of Rockwell
625 Liberty Avenue
Pittsburgh, PA 15222-3123
Bruce M. Rockwell*.................. Senior Vice President, First Bank of
100 Renaissance Center Michigan Corporation (Investment Banking)
27th Floor
Detroit, MI 48243
William S. Sneath*.................. Retired Chairman of the Board and Chief
41 Leeward Lane Executive Officer, Union Carbide
Riverside, CT 06878 Corporation (Chemicals)
John R. Stocker..................... Vice President, Law of Rockwell
(Page 5 of 9 Pages)
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Name and Address Principal Occupation or Employment
- ---------------- ----------------------------------
Charles C. Stoops, Jr. ............ General Tax Counsel of Rockwell
625 Liberty Avenue
Pittsburgh, PA 15222-3123
Joseph F. Toot, Jr.*............... President and Chief Executive Officer, The
1835 Dueber Avenue, S.W. Timken Company (Tapered Roller Bearings and
Canton, OH 44706-2798 Specialty Steel)
Earl S. Washington................. Senior Vice President, Communications of
Rockwell
In July 1995, a federal grand jury impaneled by the United
States District Court for the Central District of California began an
investigation into a July 1994 explosion at the Santa Susana Field Laboratory
operated by Rockwell's Rocketdyne Division in which two scientists were killed
and a technician was injured. On April 11, 1996, pursuant to an agreement
between Rockwell and the United States Attorney for the Central District of
California, Rockwell entered a plea of guilty to two counts of unpermitted
disposal of hazardous waste and one count of unpermitted storage of hazardous
waste, all of which are felony violations of the Resource Conservation and
Recovery Act, and paid a fine of $6,500,000 to settle potential federal criminal
claims arising out of the government's investigation.
During the last five years, to the best of Rockwell's
knowledge, none of the persons listed above has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), and during
the last five years, neither Rockwell nor, to the best of Rockwell's knowledge,
any of the persons listed above was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Rockwell has acquired 100% of the outstanding stock of the
Company.
(Page 6 of 9 Pages)
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On September 25, 1996, ROK II Acquisition Corporation ("Sub"),
a Delaware corporation and a wholly-owned subsidiary of Rockwell, was merged
(the "Merger") with and into the Company, as permitted by Section 1108 of the
California General Corporation Law and Section 252 of the Delaware General
Corporation Law and as contemplated by the Agreement and Plan of Merger dated as
of July 1, 1996 among Rockwell, Sub and the Company. The Merger was approved by
the requisite vote of the Company's shareholders at a special meeting of
shareholders of the Company held on September 24, 1996.
At the effective time of the Merger (the "Effective Time"),
which was the close of business, California time, on September 25, 1996, by
virtue of the Merger:
(a) each outstanding Share (other than Shares held by the
Company or any of its subsidiaries or by Rockwell or
any of its wholly-owned subsidiaries, all of which
were canceled) was converted into the right to
receive $15.00, without interest thereon (the "Merger
Consideration"), in cash, subject to any applicable
withholding tax, upon surrender of the certificate
formerly representing such Share;
(b) each share of Common Stock, par value $1.00 per
share, of Sub was converted into and became one newly
issued, fully paid and nonassessable share of Common
Stock of the Company, as the surviving corporation in
the Merger; and
(c) the separate corporate existence of Sub ceased and
the Company, as the surviving corporation in the
Merger, became a wholly-owned subsidiary of Rockwell.
Rockwell obtained the funds to pay the Merger Consideration
from funds available in its cash accounts, including funds obtained through
private placements of Rockwell's commercial paper notes with financial
institutions.
(Page 7 of 9 Pages)
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ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the Merger was to acquire control of, and the
entire equity interest in, the Company.
The Company has filed with the Securities and Exchange
Commission on Form 15 a Certification and Notice of Termination of Registration
under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty
to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of
1934 with respect to the Shares. At the Effective Time, the Shares ceased to be
quoted on the Nasdaq National Market System.
Effective at the Effective Time, each member of the Board of
Directors of the Company resigned. Rockwell caused the resulting vacancies in
the Company's Board of Directors to be filled with nominees of Rockwell.
Rockwell also replaced the executive officers of the Company with nominees of
Rockwell.
Reference is hereby made to the information set forth in Item
3 above, which is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Reference is hereby made to the information set forth in Item
3 above, which is incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 -- Agreement and Plan of Merger dated as of July 1, 1996 among
Rockwell, Sub and the Company is incorporated herein by reference to
Annex I of the Company's Proxy Statement dated August 26, 1996 for
its Special Meeting of Shareholders held September 24, 1996.
(Page 8 of 9 Pages)
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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: /s/ William J. Calise, Jr.
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William J. Calise, Jr.
Senior Vice President,
General Counsel and Secretary
Dated: October 1, 1996
(Page 9 of 9 Pages)
