SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, for
Use of the Commission
Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to Rule 14a-12
Raytheon Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------
(5) Total fee paid:
------------------------------------------------
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
On February 1, 2001, Raytheon Company issued the following press release:
RAYTHEON ANNOUNCES PLAN TO COMBINE ITS CLASS A AND CLASS B SHARES INTO A NEW,
SINGLE CLASS OF COMMON STOCK
LEXINGTON, Mass., Feb. 1 -- Raytheon Company (NYSE: RTNA, RTNB) today
announced that it has received a ruling from the Internal Revenue Service that
allows the company to eliminate its dual class capital structure. Subject to
shareholder approval, the company plans to convert each outstanding share of its
Class A and Class B common stock into one share of a new, single class of common
stock.
The current dual class structure was established to allow the 1997 merger of
Raytheon and the defense business of Hughes Electronics Corporation to be tax
free to General Motors Corp. and its shareholders. Consolidating the two classes
of stock will eliminate the trading disparities between the Class A and Class B
shares and eliminate any confusion from having two publicly traded classes of
common stock. The company also believes that the consolidation should increase
the overall liquidity of Raytheon's common stock.
Currently, Class A shareholders have 80.1 percent of the votes for the
election or removal of directors and Class B shareholders have the remaining
19.9 percent. On all other matters, Class A and Class B shareholders have equal
voting rights and each class votes separately.
The proposed consolidation has been approved by Raytheon's board of
directors and is subject to approval by a majority vote of the outstanding Class
A and Class B shares, with each class voting separately. The company intends to
put this proposal before shareholders at the company's 2001 annual meeting to be
held in late April. A complete description of the proposal will be included in
the company's 2001 proxy statement and shareholders are encouraged to read the
proxy statement before making any decision with respect to the proposal.
With headquarters in Lexington, Mass., Raytheon Company is a global
technology leader in defense, government and commercial electronics, and
business and special mission aircraft.
Note: Raytheon will file its proxy statement with the Securities and
Exchange Commission. The company urges its shareholders to read the proxy
statement, which is expected to be distributed in late March, because it will
contain important information regarding the proposal. A free copy of the proxy
statement (when it is available) and other documents filed by Raytheon with the
Commission (including documents incorporated by reference with the proxy
statement) can be obtained at the Commission's website at http://www.sec.gov.
Raytheon shareholders may also obtain a free copy of the proxy statement (when
it is available) and these other documents by directing requests to Raytheon
Company, Attention: Shareholder Services.
Forward-looking statement
Certain statements made in this release constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
regarding the company's future plans, objectives, and expected performance.
Specifically, statements that are not historical facts, including statements
accompanied by words such as "believe," "expect," "estimate," "intend," or
"plan" are intended to identify forward-looking statements and convey the
uncertainty of future events or outcomes. The
company cautions readers that any such forward-looking statements are based on
assumptions that the company believes are reasonable, but are subject to a wide
range of risks, and actual results may differ materially. Important factors that
could cause actual results to differ include, but are not limited to: risks
associated with implementing the consolidation; risks that the shareholders of
the company may not approve and/or the company may not implement the
consolidation; and risks associated with the company's inability to predict the
effect of the proposal or its enactment on the prices of either its Class A
shares or its Class B shares or the new common stock to be issued.