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As filed with the Securities and Exchange Commission on June 28, 2002
Registration No. 333-85648
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RAYTHEON COMPANY Delaware 95-1778500
RC TRUST II Delaware 04-6968193
(Exact name of registrant as (State or other jurisdiction (I.R.S. Employer
specified in its charter) of incorporation or Identification No.)
organization)
141 Spring Street
Lexington, Massachusetts 02421
(781) 862-6600
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
Neal E. Minahan, Esq. Copy to:
Senior Vice President and General Counsel William J. Curry, Esq.
Raytheon Company Sullivan & Worcester LLP
141 Spring Street One Post Office Square
Lexington, Massachusetts 02421 Boston, Massachusetts 02109
(781) 862-6600 (617) 338-2800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time, after the effective date of this registration statement as determined by
the registrants.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, check the following box. |_|
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, (the "Securities Act") other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. |X|
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
The registrants hereby amend this registration statement on such date
or dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until this registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 28, 2002
PROSPECTUS
$3,000,000,000
RAYTHEON COMPANY
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
GUARANTEES
RC TRUST II
TRUST PREFERRED SECURITIES
Fully and Unconditionally Guaranteed,
as described herein, by Raytheon Company
We may, from time to time, offer:
o debt securities;
o shares of our common stock;
o shares of our preferred stock;
o warrants to purchase any of these securities; and
o stock purchase contracts.
The securities we offer will have an aggregate public offering price of up to
$3.0 billion. These securities may be offered and sold separately or together in
units with other securities described in this prospectus. Our debt securities
may be senior or subordinated.
RC Trust II may, from time to time, offer trust preferred securities
which will be fully and unconditionally guaranteed by us. Our guarantees may be
senior or subordinated. The trust preferred securities may be offered and sold
separately or together in units with other securities described in this
prospectus.
We and RC Trust II will indicate the particular securities we offer and
their specific terms in a supplement to this prospectus. In each case we would
describe the type and amount of securities we are offering, the initial public
offering price and the other terms of the offering.
Our common stock is listed on the New York Stock Exchange under the
symbol "RTN." We will make applications to list any shares of common stock sold
pursuant to a supplement to this prospectus on the NYSE. We have not determined
whether we will list any of the other securities we may offer on any exchange or
over-the-counter market. If we decide to seek listing of any securities, the
supplement will disclose the exchange or market.
Risks associated with an investment in the securities will be described
in the applicable prospectus supplement, as described under "Risk Factors" on
page 4.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Our and RC Trust II's principal place of business is 141 Spring Street,
Lexington, Massachusetts 02421 and our and RC Trust II's telephone number is
(781) 862-6600.
The date of this prospectus is ___________________, 2002.
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS...................................................... 1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS....................... 2
OUR COMPANY................................................................ 3
RC TRUST................................................................... 3
RISK FACTORS............................................................... 4
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS.. 4
USE OF PROCEEDS............................................................ 4
DESCRIPTION OF OUR DEBT SECURITIES......................................... 5
DESCRIPTION OF OUR COMMON STOCK............................................ 12
DESCRIPTION OF OUR PREFERRED STOCK......................................... 13
DESCRIPTION OF OUR WARRANTS................................................ 14
DESCRIPTION OF THE STOCK PURCHASE CONTRACTS AND THE STOCK PURCHASE UNITS... 15
DESCRIPTION OF THE TRUST PREFERRED SECURITIES.............................. 15
DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEE.................... 16
RELATIONSHIP AMONG THE DEBT SECURITIES, THE TRUST PREFERRED SECURITIES
AND THE TRUST PREFERRED SECURITIES GUARANTEE.......................... 19
DESCRIPTION OF CERTAIN PROVISIONS OF DELAWARE LAW AND OUR CERTIFICATE
OF INCORPORATION AND BY-LAWS......................................... 21
PLAN OF DISTRIBUTION....................................................... 23
VALIDITY OF THE OFFERED SECURITIES......................................... 25
EXPERTS.................................................................... 25
WHERE YOU CAN FIND MORE INFORMATION........................................ 25
DOCUMENTS INCORPORATED BY REFERENCE........................................ 25
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission, or the SEC, using a "shelf" registration
process. Under this shelf process, we may sell any combination of the securities
described in this prospectus in one or more offerings up to a total dollar
amount of proceeds of $3.0 billion or the equivalent denominated in foreign
currency.
This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement containing specific information about the terms of that
offering. The prospectus supplement may also add to, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement, together with additional information described
under the headings "Where You Can Find More Information" and "Documents
Incorporated By Reference."
We have not included, or incorporated by reference, separate financial
statements of RC Trust II in this prospectus. Neither we nor RC Trust II
consider these financial statements material to holders of the trust preferred
securities because:
o RC Trust II is a special purpose entity;
o RC Trust II does not have any operating history or independent
operations; and
o RC Trust II is not engaged in, nor will it engage in, any
activity other than issuing trust preferred and trust common
securities, investing in and holding our debt securities and
engaging in related activities.
Furthermore, the combination of our obligations under our debt
securities, the associated indentures, RC Trust's declaration of trust and our
related guarantees provide a full and unconditional guarantee of payments of
distributions and other amounts due on the trust preferred securities. In
addition, we do not expect that RC Trust will file reports with the SEC under
the Securities Exchange Act of 1934, as amended.
You should rely only on the information incorporated by reference or
provided in this document and any prospectus supplement. Neither we nor RC Trust
II have authorized anyone else to provide you with different information.
Neither we nor RC Trust II are making an offer of these securities in any
jurisdiction where it is unlawful. If anyone provides you with different or
inconsistent information, you should not rely on it. You should not assume that
the information in this prospectus is accurate as of any date other than the
date on the front of this document.
References in this prospectus to the terms "we," "our" or "us" or other
similar terms mean Raytheon Company, unless we state otherwise or the context
indicates otherwise. References in this prospectus to "RC Trust" mean RC Trust
II.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information we are incorporating by reference
into it contain "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements, other than statements
of historical facts included in this prospectus and the information incorporated
by reference into this prospectus, that we expect or anticipate will or may
occur in the future, including, without limitation, statements included in this
prospectus under "Our Company" and located elsewhere in this prospectus and the
documents we incorporate by reference regarding our financial position, business
strategy and measures to implement that strategy, including changes to
operations, competitive strengths, goals, expansion and growth of our business
and operations, plans, references to future success and other such matters, are
forward-looking statements. These statements are based on assumptions and
analyses made by us in light of our experience and our perception of historical
trends, current conditions and expected future developments, as well as other
factors we believe are appropriate in the circumstances. However, whether actual
results and developments will conform with our expectations and predictions is
subject to a number of risks and uncertainties, including without limitation the
information discussed under the caption "Risk Factors" in the applicable
prospectus supplement to be provided with this prospectus as well as other
factors which might be described from time to time in our filings with the SEC.
Consequently, all of the forward-looking statements we make in this
prospectus and the information we are incorporating by reference into this
prospectus are qualified by these cautionary statements, and there can be no
assurance that the actual results or developments anticipated by us will be
realized or, even if substantially realized, that they will have the expected
consequences to or effects on us or our businesses or operations. All subsequent
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by any of those factors described
above and in the documents containing such forward-looking statements. We do not
assume any obligation to release publicly any updates or revisions to any
forward-looking statement.
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OUR COMPANY
We are a global technology leader, with worldwide 2001 sales of $16.9
billion. We provide products and services in defense electronics, including
missiles; radar; sensors and electro-optics; intelligence, surveillance and
reconnaissance; command, control, communication and information systems; naval
systems; air traffic control systems; and technical services. We are one of the
leading providers of business and special-mission aircraft and deliver a broad
line of jet, turboprop and piston-powered airplanes to corporate and government
customers worldwide. We have operations throughout the United States and serve
customers in more than 70 countries around the world. Our principal executive
offices are located at 141 Spring Street, Lexington, Massachusetts 02421. Our
telephone number is (781) 862-6600.
RC TRUST
RC Trust is a subsidiary of ours. RC Trust was created under the
Delaware Business Trust Act and is governed by a declaration of trust, as it may
be amended and restated from time to time, among the trustees of RC Trust and
us.
When RC Trust issues its trust preferred securities, the holders of the
trust preferred securities will own all of the issued and outstanding trust
preferred securities of RC Trust. We will acquire all of the issued and
outstanding trust common securities of RC Trust, representing an undivided
beneficial interest in the assets of RC Trust of at least 3%.
RC Trust will exist primarily for the purposes of:
o issuing its trust preferred and trust common securities;
o investing the proceeds from the sale of its trust preferred
and trust common securities in our debt securities; and
o engaging in other activities only as are necessary or
incidental to issuing its securities and purchasing and
holding our debt securities.
The debt securities RC Trust purchases from us may be subordinated debt
securities or senior debt securities. We will specify the type of debt security
in a prospectus supplement.
RC Trust has three trustees. One of the trustees, referred to as the
regular trustee, is an individual who is an officer and employee of Raytheon.
Additional regular trustees may be appointed in the future. The second trustee
is The Bank of New York, which serves as the property trustee under the
declaration of trust for purposes of the Trust Indenture Act of 1939, as
amended. The third trustee is The Bank of New York (Delaware), which has its
principal place of business in the State of Delaware, and serves as the Delaware
trustee of RC Trust.
The Bank of New York, acting in its capacity as guarantee trustee, will
hold for the benefit of the holders of trust preferred securities a trust
preferred securities guarantee, which will be separately qualified under the
Trust Indenture Act of 1939.
Unless otherwise provided in the applicable prospectus supplement,
because we will own all of the trust common securities of RC Trust, we will have
the exclusive right to appoint, remove or replace trustees and to increase or
decrease the number of trustees. In most cases, there will be at least three
trustees. The term of RC Trust will be described in the applicable prospectus
supplement, but may dissolve earlier, as provided in RC Trust's declaration of
trust, as it may be amended and restated from time to time.
The rights of the holders of the trust preferred securities of RC
Trust, including economic rights, rights to information and voting rights and
the duties and obligations of the trustees of RC Trust, will be contained in and
governed by the declaration of trust of RC Trust, as it may be amended and
restated from time to time, the Delaware Business Trust Act and the Trust
Indenture Act of 1939.
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RISK FACTORS
An investment in our securities or in the trust preferred securities
involves a high degree of risk. In addition to the other information included
in, or incorporated by reference into, this prospectus, you should carefully
consider the risk factors in any applicable prospectus supplement when
determining whether or not to purchase the securities offered under this
prospectus and the prospectus supplement.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following table sets forth our consolidated ratio of earnings to
combined fixed charges and preferred stock dividends for the periods indicated:
Year Ended December 31, Three Months Ended
- ------------------------------------------------------------------- ------------------------------------------
1997 1998 1999 2000 2001 March 31, 2002 April 1, 2001
---- ---- ---- ---- ---- -------------- -------------
2.8x 2.9x 2.1x 2.0x 1.0x 2.2x 1.8x
For purposes of computing the ratio of earnings to combined fixed
charges and preferred stock dividends:
o earnings consist of income from continuing operations before
taxes, fixed charges and amortization of capitalized interest,
less capitalized interest; and
o fixed charges consist of the portion of rents representative
of an interest factor and interest expensed, which includes
amortization of debt discount and issuance expense, and
capitalized; and
o equity security distributions are included in combined fixed
charges and preferred stock dividends.
The ratio of earnings to combined fixed charges and preferred stock
dividends declined in 1999 and 2000 primarily due to lower earnings resulting
from a number of factors including certain contract-related operating charges,
competitive pricing pressures, a decline in higher margin foreign direct
programs and lower volume from missile and missile defense systems. The further
decline in the ratio of earnings to combined fixed charges and preferred stock
dividends in 2001 is primarily a result of the $745 million third quarter 2001
charge related to Raytheon Aircraft Company. Excluding the $745 million charge,
the ratio of earnings to combined fixed charges and preferred stock dividends
would have been 2.0x for the year ended December 31, 2001.
The ratios for all periods presented, except for 1997, have been
restated to exclude one of our prior business segments, Aircraft Integration
Systems, or AIS, which was sold in the first quarter of 2002 and is included in
discontinued operations. We determined that it was impracticable to exclude AIS
in 1997 due to the significant acquisitions, divestitures and reorganizations
that occurred during 1997.
USE OF PROCEEDS
Unless otherwise described in a prospectus supplement, we intend to use
the net proceeds from the sale of the offered securities for general corporate
purposes. These purposes may include, but are not limited to:
o working capital;
o repayment or refinancing of debt or other corporate
obligations;
o capital expenditures;
o repurchases and redemptions of securities; and/or
o acquisitions.
Pending any specific application, we may initially invest net proceeds
from the sale of the offered securities in short-term marketable securities or
apply them to the reduction of short-term indebtedness.
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RC Trust will use all net proceeds from the sale of its trust preferred
securities and its trust common securities to purchase our debt securities.
DESCRIPTION OF OUR DEBT SECURITIES
The debt securities will be our unsecured direct obligations, which may
be senior or subordinated indebtedness. The debt securities will be issued under
one or more indentures between us and a trustee. Any indenture will be subject
to, and governed by, the Trust Indenture Act of 1939.
This section describes the general terms and provisions of the debt
securities that we may offer from time to time in the form of one or more
series, including to RC Trust. The applicable prospectus supplement will
describe the specific terms of the debt securities offered through that
prospectus supplement.
Our unsecured senior debt securities will be issued under an Indenture,
dated as of July 3, 1995, between us and The Bank of New York, as trustee, or
another indenture or indentures to be entered into by us and that trustee or
another trustee. The unsecured subordinated debt securities will be issued under
a second Indenture, also dated as of July 3, 1995, and between us and The Bank
of New York, as trustee, or another indenture or indentures to be entered into
by us and that trustee or another trustee. Both indentures are qualified under
the Trust Indenture Act of 1939.
Copies of each of the July 3, 1995 indentures are filed with the SEC as
exhibits to the registration statement of which this prospectus is a part. If we
elect to issue securities under another indenture, we will file a copy of that
indenture with the SEC. You should refer to those indentures for the complete
terms of the debt securities. See "Where You Can Find More Information." In
addition, you should consult the applicable prospectus supplement for particular
terms of our debt securities.
Our existing indentures permit us to issue the debt securities without
limit as to aggregate principal amount, in one or more series. We need not issue
all debt securities of one series at the same time. Unless we otherwise provide,
we may reopen a series, without the consent of the holders of such series, for
issuances of additional securities of that series.
Generally, we will pay the principal of, premium, if any, on, and
interest on our debt securities either at an office or agency that we maintain
for that purpose or, if we elect, we may pay interest by mailing a check to your
address as it appears on our register. We will issue our debt securities only in
fully registered form without coupons, generally in denominations of $1,000 or
integral multiples of $1,000. We will not apply a service charge for a transfer
or exchange of our debt securities, but we may require that you pay the amount
of any applicable tax or other governmental charge.
The applicable prospectus supplement will describe the specific terms
relating to the series of debt securities we will offer including, where
applicable, the following:
o the title and series designation of the debt securities;
o whether they are senior debt securities or subordinated debt
securities;
o the aggregate principal amount of the debt securities;
o the total amount of the debt securities authorized and the
amount outstanding, if any;
o the identity of the person to whom we will pay interest if it
is anybody other than the noteholder;
o the stated maturity date;
o the interest rate, which may be fixed or variable, or its
method of calculation;
o when interest will be payable, as well as the record date for
determining who we will pay interest to;
o where the principal, premium, if any, and interest on the debt
securities will be paid;
o any mandatory or optional sinking funds or similar
arrangements;
o when the debt securities may be redeemed if they are
redeemable, as well as the redemption prices, and a
description of the terms of redemption;
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o whether we have any obligation to redeem or repurchase the
debt securities at your option;
o the denominations of the debt securities, if other than $1,000
or an integral multiple of $1,000;
o the amount that we will pay the holder if the maturity of the
debt securities is accelerated, if other than their principal
amount;
o the currency in which we will make payments to the holder and,
if a foreign currency, the manner of conversion from U.S.
dollars;
o any index we may use to determine the amount of payment of
principal of, premium, if any, on, and interest on the debt
securities;
o if the debt securities will be issued only in the form of a
global note, the name of the depositary or its nominee and the
circumstances under which the global note may be transferred
or exchanged to someone other than the depositary or its
nominee;
o the applicability of the defeasance and covenant defeasance
provisions in the applicable indenture;
o whether the debt securities are convertible into any other
securities and the terms and conditions of convertibility;
o any additions or changes to events of default and, in the case
of subordinated debt securities, any additional events of
default that would result in acceleration of their maturity;
and
o any other terms of the debt securities.
The terms of our debt securities may provide for deferred interest
payments, or for an issue price at a discount from the stated redemption price
at maturity, either of which would constitute original issue discount. Generally
speaking, if our debt securities are issued at an original issue discount and
there is an event of default or acceleration of their maturity, holders will in
some cases receive an amount less than the stated principal amount. Tax and
other special considerations applicable to original issue discount debt will be
described in the prospectus supplement in which we offer those debt securities.
If we were to become insolvent, your claim as a holder of debt
securities will be effectively junior to the claims of holders of any
indebtedness or preferred stock of our subsidiaries.
Subordination of Our Subordinated Debt Securities
Generally, the payment of principal of, or premium, if any, on, and
interest on our unsecured subordinated debt securities will be subordinated in
right of payment to the prior payment in full of our senior indebtedness. If we
distribute our assets to creditors upon liquidation, dissolution,
reorganization, insolvency, bankruptcy or under similar circumstances, holders
of our senior debt will be entitled to be paid in full before any payments will
be made on our subordinated debt securities. In addition, if the maturity of our
subordinated debt securities is accelerated, holders of our senior debt will be
entitled to be paid in full before any payments will be made on our subordinated
debt securities. Moreover, while there is an event of default with respect to
our senior debt that would permit our senior debt to be accelerated, and while
we are in default in our payment obligations to holders of senior debt, we
cannot make payments to our subordinated debt holders.
If we were to become insolvent, holders of our subordinated debt
securities may not be paid with respect to those securities until our senior
debt and third party creditors, as well as holders of any indebtedness or
preferred stock of our subsidiaries, are paid in full.
The indenture for our unsecured subordinated debt securities will not
place any limits on the amount of other indebtedness, including senior debt,
that we may issue.
The indenture for our unsecured subordinated debt securities defines
"senior indebtedness" to include the principal of, premium, if any, on, and
interest on:
o all of our indebtedness for money borrowed, other than our
subordinated debt securities, and any other indebtedness
represented by a note, bond, debenture or other similar
evidence of indebtedness, including indebtedness of others
that we guarantee, in each case whether
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outstanding on the date of execution of the subordinated debt
securities indenture or thereafter created, incurred or
assumed; and
o any amendments, renewals, extensions, modifications and
refundings of any such indebtedness, unless in any case in the
instrument creating or evidencing any such indebtedness or
pursuant to which it is outstanding it is provided that such
indebtedness is not superior in right of payment to our
subordinated debt securities.
In addition, for purposes of the definition of "senior indebtedness,"
"indebtedness for money borrowed" includes:
o any obligation of, or any obligation guaranteed by, us for the
repayment of borrowed money, whether or not evidenced by
bonds, debentures, notes or other written instruments;
o any deferred payment obligation of, or any such obligation
guaranteed by, us for the payment of the purchase price of
property or assets evidenced by a note or similar instrument;
and
o any obligation of, or any such obligation guaranteed by, us
for the payment of rent or other amounts under a lease of
property or assets if such obligation is required to be
classified and accounted for as a capitalized lease on our
balance sheet under generally accepted accounting principles.
Events of Default
Generally speaking, any of the following events will constitute an
event of default under the indentures:
o failure to pay interest on our debt securities for thirty days
past the applicable due date, even if we are prohibited from
paying interest on our debt securities because they are
subordinated;
o failure to pay principal of, or premium, if any, on, our debt
securities when due, even if we are prohibited from making
such payments on our debt securities because they are
subordinated;
o failure to make any sinking fund payment when due, even if we
are prohibited from making such payments on our debt
securities because they are subordinated;
o failure to perform any other covenant or agreement set forth
in the securities of that series or in the applicable
indenture, other than a covenant included in the indenture
solely for the benefit of a different series of our debt
securities, which continues for 60 days after written notice
as provided in the indenture;
o bankruptcy, insolvency or reorganization; and
o any other event of default provided with respect to debt
securities of that series.
A holder will be notified of an event of default with respect to a
series of our debt securities by the trustee.
If there is an event of default with respect to a series of our senior
debt securities, which continues for the requisite amount of time, either the
trustee or holders of at least 25% of the aggregate principal amount of that
series may declare the principal amount of all of the senior debt securities of
that series to be due and payable immediately. If the securities were issued at
an original issue discount, less than the stated principal amount may become
payable.
Payment of the principal of our subordinated debt securities may be
accelerated only in the case of our bankruptcy, insolvency or reorganization.
Neither a holder, RC Trust nor the trustee will be able to accelerate the
payment of interest or principal with respect to our subordinated debt
securities for any other reason.
In some cases, after a declaration of acceleration has been made, but
before a judgment or decree has been obtained, holders of a majority in
aggregate principal amount of the series that is in default may rescind the
acceleration.
The trustee will be required to act with a high standard of care.
However, the trustee will not be obligated to exercise any of its rights or
powers under the indentures at a holder's request unless the holder provides the
trustee reasonable security or indemnity. Generally, but with exceptions,
holders of a majority in aggregate principal
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amount of any series of our outstanding debt securities will have the right to
choose the time, method and place of any proceeding for any remedy available to
the trustee or any exercise of power by the trustee with respect to debt
securities of that series.
A holder may institute a suit against us for enforcement of the
holder's rights to receive payment of the principal of, premium, if any, on, or
interest on our debt securities after the due dates. However, the holder will
not be able to institute any other proceedings under the applicable indenture,
including for any remedy, unless the following conditions are satisfied:
o the holder has previously given the trustee written notice of
a continuing event of default with respect to a series of our
debt securities held by the holder;
o holders of at least 25% of the aggregate principal amount of
that series make a written request, and offer reasonable
indemnity, to the trustee for the trustee to institute the
requested proceeding;
o the trustee does not receive direction contrary to the
holders' written request, within 60 days following receipt of
the holders' written request, from holders of a majority in
aggregate principal amount of that series; and
o the trustee does not institute the proceeding the holders
requested within 60 days following the receipt of the holders'
written request and offer of indemnity.
Every year we are required to deliver to the trustee a statement as to
performance of our obligations under the indentures and as to any defaults.
A default in the payment of any of our debt securities, where the
aggregate principal amount of that series of debt securities exceeds $50
million, or a default with respect to our debt securities that causes them to be
accelerated, will give rise to a cross-default under our senior credit
facilities. In some circumstances, payment defaults on our debt securities may
also give rise to cross-defaults of our guarantees of the indebtedness of our
subsidiaries.
Defeasance and Covenant Defeasance
Any series of our debt securities may be subject to the defeasance and
discharge provisions of the applicable indenture. If those provisions are
applicable, we may elect either:
o defeasance -- which will permit us to defease and be
discharged from, subject to limitations, all of our
obligations with respect to those debt securities; or
o covenant defeasance -- which will permit us to be released
from our obligations to comply with covenants relating to
those debt securities as described in the applicable
prospectus supplement, which may include obligations
concerning subordination of our subordinated debt securities.
To invoke defeasance or covenant defeasance with respect to any series
of our debt securities, we must irrevocably deposit with the trustee, in trust,
an amount in funds or U.S. government obligations which, through the payment of
principal and interest in accordance with their terms, will provide money in an
amount sufficient to pay, when due, the principal of, premium, if any, on, and
interest on those debt securities and any mandatory sinking fund or similar
payments on those debt securities. In addition, we would be required to deliver
a legal opinion to the trustee to the effect that a holder of the applicable
debt securities will not recognize additional income, gain or loss for federal
income tax purposes as a result of the defeasance or covenant defeasance.
We cannot defease our obligations to register the transfer or exchange
of our debt securities; to replace our debt securities that have been stolen,
lost or mutilated; to maintain paying agencies; or to hold funds for payment in
trust. We may not defease our obligations if there is a continuing event of
default on securities issued under the applicable indenture, or if depositing
amounts into trust would cause the trustee to have conflicting interests with
respect to other of our securities.
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If we effect covenant defeasance with respect to any of our debt
securities, and then those debt securities are declared due and payable because
of an event of default, other than an event of default relating to any covenant
from which we have been released through covenant defeasance, the amount of
money or U.S. government obligations on deposit with the trustee may not be
sufficient to pay all amounts due on the debt securities at the time of
acceleration. However, we would remain liable with respect to any shortfall.
Modification and Waiver
Modifications and amendments of our current indentures may be made only
with the consent of holders of at least a majority in aggregate principal amount
of all of our outstanding debt securities affected, voting as a single class.
Generally, the consent of all of the holders of our debt securities that are
affected is required for any of the following:
o to change the stated maturity of the principal, or any
installment of interest or premium, if any;
o to reduce the principal amount, the premium, if any, on, the
interest, or the amount payable upon acceleration or maturity
in the case of debt securities issued at an original issue
discount;
o to change the place of payment, or the currency in which
payments are made;
o to impair your right to institute suit to enforce any payment
at or following stated maturity or following a redemption
date;
o to modify the subordination provisions of our subordinated
debt securities in a manner adverse to holders; and
o to reduce the percentage of the principal amount of our
outstanding debt securities required for modification to or
amendment of either indenture, or for waiver of our compliance
with indenture provisions or defaults.
Holders of a majority in aggregate principal amount of either our
senior debt securities or our subordinated debt securities may waive any past
default under the applicable indenture, except for a default in the payment of
principal, premium, if any, on, or interest on our debt securities and except
for our compliance with specified covenants.
Covenants
Our current indentures contain covenants regarding, among other things:
o a limitation on liens other than specified types of liens;
o a limitation on sale and leaseback transactions, unless the
lien on any property subject to the sale and leaseback
transaction is permitted under the indentures or the proceeds
of the sale and leaseback transaction are used to retire
specified types of debt; and
o restrictions on our ability to engage in consolidations,
mergers or transfers of substantially all of our assets unless
the surviving or acquiring entity is a domestic company and it
expressly assumes our obligations with respect to our debt
securities by executing a supplemental indenture.
You should be aware that we are not prohibited from engaging in highly
leveraged transactions, other than as may conflict with those covenants.
Moreover, any series of our debt securities may provide that these covenants may
be removed with respect to that series.
Conversion or Exchange Rights
If any series of our debt securities are convertible or exchangeable,
the applicable prospectus supplement will specify:
o the type of securities into which it may be converted or
exchanged;
o the conversion price or exchange ratio, or its method of
calculation;
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o whether conversion or exchange is mandatory or at your
election; and
o how the conversion price or exchange ratio may be adjusted if
our debt securities are redeemed.
Our Debt Trustee
The current trustee for our debt securities is The Bank of New York,
which performs services for us in the ordinary course of business. We may engage
additional or substitute trustees with respect to particular series of our debt
securities.
Global Securities
Our debt securities may be issued in the form of one or more global
securities that will be deposited with a depositary or its nominee identified in
the applicable prospectus supplement. If so, each global security will be issued
in the denomination of the aggregate principal amount of securities that it
represents. Unless and until it is exchanged in whole or in part for debt
securities that are in definitive registered form, a global security may not be
transferred or exchanged except as a whole by the depositary to its nominee. The
applicable prospectus supplement will describe this concept more fully.
The specific material terms of the depositary arrangement with respect
to any portion of a series of our debt securities that will be represented by a
global security will be described in the applicable prospectus supplement. We
anticipate that the following provisions will apply to our depositary
arrangements.
Upon the issuance of any global security, and its deposit with or on
behalf of the depositary, the depositary will credit, on its book-entry
registration and transfer system, the principal amounts of our debt securities
represented by the global security to the accounts of participating institutions
that have accounts with the depositary or its nominee. The underwriters or
agents engaging in the distribution of our debt securities, or us if we are
offering and selling our debt securities directly, will designate the accounts
to be credited. Ownership of beneficial interests in a global security will be
limited to participating institutions or their clients. The depositary or its
nominee will keep records of the ownership and transfer of beneficial interests
in a global security by participating institutions. Participating institutions
will keep records of the ownership and transfer of beneficial interests by their
clients. The laws of some jurisdictions may require that purchasers of our
securities receive physical certificates, which may impair a holder's ability to
transfer its beneficial interests in global securities.
While the depositary or its nominee is the registered owner of a global
security the depositary or its nominee will be considered the sole owner of all
of our debt securities represented by the global security for all purposes under
the indentures. Generally, if a holder owns beneficial interests in a global
security, the holder will not be entitled to have our debt securities registered
in the holder's own name, and the holder will not be entitled to receive a
certificate representing its ownership. Accordingly, if a holder owns a
beneficial interest in a global security, the holder must rely on the depositary
and, if applicable, the participating institution of which the holder is a
client to exercise the rights of a holder under the applicable indenture.
The depositary may grant proxies and otherwise authorize participating
institutions to take any action that a holder is entitled to take under the
indentures. We understand that, according to existing industry practices, if we
request any action of holders, or any owner of a beneficial interest in a global
security wishes to give any notice or take any action, the depositary would
authorize the participating institutions to give the notice or take the action,
and the participating institutions would in turn authorize their clients to give
the notice or take the action.
Generally, we will make payments on our debt securities represented by
a global security directly to the depositary. It is our understanding that the
depositary will then credit the accounts of participating institutions, which
will then distribute funds to their clients. We also expect that payments by
participating institutions to their clients will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of clients registered in "street names," and will be the
responsibility of the participating institutions. Neither we nor the trustee,
nor our respective agents, will have any responsibility, or bear any liability,
for any aspects of the records relating to, or payments made on account of,
beneficial interests in a global security, or for maintaining, supervising or
reviewing records relating to beneficial interests.
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Generally, a global security may be exchanged for certificated debt
securities only in the following instances:
o the depositary notifies us that it is unwilling or unable to
continue as depositary, or it ceases to be a registered
clearing agency, if required to be registered by law, and a
successor is not appointed within 90 days; or
o we determine in our sole discretion that we will permit global
securities to be exchanged for certificated debt securities;
or
o there is a continuing event of default under the indenture
governing the debt securities held in global form.
The following is based on information furnished to us:
Unless otherwise specified in the applicable prospectus supplement, The
Depository Trust Company, or DTC, will act as depositary for securities issued
in the form of global securities. Global securities will be issued only as fully
registered securities registered in the name of Cede & Co., which is DTC's
nominee. One or more fully registered global securities will be issued for these
securities representing in the aggregate the total number of these securities,
and will be deposited with or on behalf of DTC.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants deposit with it. DTC
also facilitates the settlement among its participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other organizations. DTC is owned by a number of its
direct participants and by the New York Stock Exchange, the American Stock
Exchange and the National Association of Securities Dealers. Access to the DTC
system is also available to others, known as indirect participants, such as
securities brokers and dealers, banks and trust companies that clear through or
maintain custodial relationships with direct participants, either directly or
indirectly. The rules applicable to DTC and its participants are on file with
the SEC.
Purchases of securities within the DTC system must be made by or
through direct participants, which will receive a credit for the securities on
DTC's records. The ownership interest of each actual purchaser of each security,
commonly referred to as the beneficial owner, is in turn to be recorded on the
direct and indirect participants' records. Beneficial owners will not receive
written confirmation from DTC of their purchases, but beneficial owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the direct or indirect
participants through which the beneficial owners purchased securities. Transfers
of ownership interests in securities issued in the form of global securities are
accomplished by entries made on the books of participants acting on behalf of
beneficial owners. Beneficial owners will not receive certificates representing
their ownership interests in these securities, except if use of the book-entry
system for such securities is discontinued.
DTC has no knowledge of the actual beneficial owners of the securities
issued in the form of global securities. DTC's records reflect only the identity
of the direct participants to whose accounts such securities are credited, which
may or may not be the beneficial owners. The participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Any redemption notices must be sent to DTC. If less than all of the
securities of a series or class are being redeemed, DTC's practice is to
determine by lot the amount to be redeemed from each participant.
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Although voting with respect to securities issued in the form of global
securities is limited to the holders of record, when a vote is required, neither
DTC nor Cede & Co. will itself consent or vote with respect to such securities.
Under its usual procedures, DTC would mail an omnibus proxy to the issuer of the
securities as soon as possible after the record date. The omnibus proxy assigns
Cede & Co.'s consenting or voting rights to those direct participants to whose
accounts such securities are credited on the record date, identified in a
listing attached to the omnibus proxy.
Payments in respect of securities issued in the form of global
securities will be made by the issuer of such securities to DTC. DTC's practice
is to credit direct participants' accounts on the relevant payment date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payments on such payment date.
Payments by participants to beneficial owners will be governed by standing
instructions and customary practices and will be the responsibility of such
participant and not of DTC or us, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payments to DTC are the
responsibility of the issuer of the applicable securities, disbursement of such
payments to direct participants is the responsibility of DTC, and disbursements
of such payments to the beneficial owners is the responsibility of direct and
indirect participants.
DTC may discontinue providing its services as depositary with respect
to any securities at any time by giving reasonable notice to the issuer of such
securities. If a successor depositary is not obtained, individual security
certificates representing such securities are required to be printed and
delivered. We, at our option, may decide to discontinue use of the system of
book-entry transfers through DTC or a successor depositary.
The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that we believe to be accurate, but we
assume no responsibility for its accuracy. We have no responsibility for the
performance by DTC or its participants of their obligations as described in this
prospectus or under the rules and procedures governing their operations.
DESCRIPTION OF OUR COMMON STOCK
We are authorized to issue up to 1,450,000,000 shares of common stock,
$0.01 par value per share.
This section describes the general terms of our common stock that we
may offer from time to time. For more detailed information, a holder of our
common stock should refer to our restated certificate of incorporation and our
amended and restated by-laws, copies of which are filed with the SEC as exhibits
to the registration statement of which this prospectus is a part.
Holders of our common stock are entitled to one vote per share and
shall vote together as a single class on all matters to be voted on by our
stockholders. Pursuant to our restated certificate of incorporation, there are
no cumulative voting rights in the election of directors. The approval of
corporate actions may also require the approval of the holders of any series of
our preferred stock. See "Description of Our Preferred Stock."
Our common stock will be the only type of our capital stock entitled to
vote in the election and removal of directors and other matters presented to our
stockholders from time to time, unless we issue voting preferred stock or our
restated certificate of incorporation or the law requires otherwise.
Our common stockholders will be entitled to receive dividends and
distributions declared by our Board of Directors, to the extent permitted by
outstanding shares of preferred stock and by our restated certificate of
incorporation. If a dividend is declared, it will be distributed pro rata to our
common stockholders on a per share basis.
If we are liquidated or dissolved, our common stockholders will be
entitled to receive our assets and funds available for distribution to common
stockholders in proportion to the number of shares they hold. Our common
stockholders may not receive any assets or funds until our creditors have been
paid in full and the preferential or participating rights of our preferred
stockholders have been satisfied. If we participate in a corporate merger,
consolidation, purchase or acquisition of property or stock, or other
reorganization, any payments or shares of stock
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allocated to our common stockholders will be distributed pro rata to holders of
our common stock on a per share basis. If we redeem, repurchase or otherwise
acquire for payment any shares of our common stock, we will treat each share of
common stock identically.
Holders of our common stock will not have any preemptive, subscription
or conversion rights with respect to shares of our common stock. We may issue
additional shares of our common stock, if authorized by our Board, without the
common stockholders' approval, unless required by Delaware law or a stock
exchange on which our securities are traded. If we receive the appropriate
payment, shares of our common stock that we issue will be fully paid and
nonassessable.
DESCRIPTION OF OUR PREFERRED STOCK
We are authorized to issue up to 200,000,000 shares of preferred stock,
$0.01 par value per share, of which 4,000,000 shares have been designated as
Series A Junior Participating Preferred Stock, $0.01 par value, and 6,000,000
shares have been designated as Series B Junior Participating Preferred Stock,
$0.01 par value.
This section describes the general terms and provisions of our
preferred stock that we may offer from time to time. The applicable prospectus
supplement will describe the specific terms of the shares of preferred stock
offered through that prospectus supplement. We will file a copy of the
certificate of designation that contains the terms of each new series of
preferred stock with the SEC each time we issue a new series of preferred stock,
and these certificates of designation will be incorporated by reference into the
registration statement of which this prospectus is a part. Each certificate of
designation will establish the number of shares included in a designated series
and fix the designation, powers, privileges, preferences and rights of the
shares of each series as well as any applicable qualifications, limitations or
restrictions. A holder of our preferred stock should refer to the applicable
certificate of designation, our restated certificate of incorporation and the
applicable prospectus supplement for more specific information.
Our Board has been authorized, subject to limitations provided in our
restated certificate of incorporation, to provide for the issuance of shares of
our preferred stock in multiple series. No shares of our preferred stock are
currently outstanding.
With respect to each series of our preferred stock, our Board has the
authority to fix the following terms:
o the designation of the series;
o the number of shares within the series;
o whether dividends are cumulative and, if cumulative, the dates
from which dividends are cumulative;
o the rate of any dividends, any conditions upon which dividends
are payable, and the dates of payment of dividends;
o whether the shares are redeemable, the redemption price and
the terms of redemption;
o the amount payable to a holder for each share owned if we are
dissolved or liquidated;
o whether the shares are convertible or exchangeable, the price
or rate of exchange, and the applicable terms and conditions;
o any restrictions on issuance of shares in the same series or
any other series; and
o your voting rights for the shares you own.
Holders of our preferred stock will not have preemptive rights with
respect to shares of our preferred stock. In addition, rights with respect to
shares of our preferred stock will be subordinate to the rights of our general
creditors. If we receive the appropriate payment, shares of our preferred stock
that we issue will be fully paid and nonassessable.
We currently plan to retain American Stock Transfer & Trust Company as
the registrar and transfer agent of any series of our preferred stock.
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DESCRIPTION OF OUR WARRANTS
This section describes the general terms and provisions of our warrants
to acquire our securities that we may issue from time to time. The applicable
prospectus supplement will describe the specific terms of the warrants offered
through that prospectus supplement.
We may issue warrants for the purchase of our debt securities, common
stock or preferred stock. We may issue warrants independently or together with
other securities, and they may be attached to or separate from the other
securities. Each series of warrants will be issued under a separate warrant
agreement that we will enter into with American Stock Transfer & Trust Company,
or another bank or trust company, as warrant agent, as detailed in the
applicable prospectus supplement. The warrant agent will act solely as our agent
in connection with the warrants and will not assume any obligation, or agency or
trust relationship, with you. We will file a copy of the warrant and warrant
agreement with the SEC each time we issue a series of warrants, and these
warrants and warrant agreements will be incorporated by reference into the
registration statement of which this prospectus is a part. A holder of our
warrants should refer to the provisions of the applicable warrant agreement and
prospectus supplement for more specific information.
The prospectus supplement relating to a particular issue of warrants
will describe the terms of those warrants, including, where applicable:
o the offering price;
o the number of warrants offered;
o the securities underlying the warrants;
o the exercise price, the amount of securities you will receive
upon exercise, the procedure for exercise of the warrants and
the circumstances, if any, that will cause the warrants to be
automatically exercised;
o the rights, if any, we have to redeem the warrants;
o the date on which the warrants will expire;
o U.S. federal income tax consequences;
o the name of the warrant agent; and
o any other terms of the warrants.
After your warrants expire they will become void. All warrants will be
issued in registered form. The prospectus supplement may provide for the
adjustment of the exercise price of the warrants.
Warrants may be exercised at the appropriate office of the warrant
agent or any other office indicated in the applicable prospectus supplement.
Before the exercise of warrants, holders will not have any of the rights of
holders of the securities purchasable upon exercise and will not be entitled to
payments made to holders of those securities.
The warrant agreements may be amended or supplemented without the
consent of the holders of the warrants to which it applies to effect changes
that are not inconsistent with the provisions of the warrants and that do not
materially and adversely affect the interests of the holders of the warrants.
However, any amendment that materially and adversely alters the rights of the
holders of warrants will not be effective unless the holders of at least a
majority of the applicable warrants then outstanding approve the amendment.
Every holder of an outstanding warrant at the time any amendment becomes
effective, by continuing to hold the warrant, will be bound by the applicable
warrant agreement as amended. The prospectus supplement applicable to a
particular series of warrants may provide that certain provisions of the
warrants, including the securities for which they may be exercisable, the
exercise price and the expiration date, may not be altered without the consent
of the holder of each warrant.
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DESCRIPTION OF THE STOCK PURCHASE CONTRACTS
AND THE STOCK PURCHASE UNITS
We may issue contracts obligating holders to purchase from us, and us
to sell to the holders, a specified number of shares of common stock at a future
date or dates, which we refer to herein as "stock purchase contracts." The price
per share of common stock and the number of shares of common stock may be fixed
at the time the stock purchase contracts are issued or may be determined by
reference to a specific formula set forth in the stock purchase contracts. The
stock purchase contracts may be issued separately or as part of units consisting
of a stock purchase contract and debt securities, trust preferred securities or
debt obligations of third parties, including U.S. treasury securities, which
secure the holders' obligations to purchase the common stock under the stock
purchase contracts. We refer to these units herein as "stock purchase units."
The stock purchase contracts may require holders to secure their obligations
thereunder in a specified manner. The stock purchase contracts also may require
us to make periodic payments to the holders of the stock purchase units or vice
versa, and such payments may be unsecured or refunded on some basis.
The applicable prospectus supplement will describe the terms of the
stock purchase contracts or stock purchase units. The description in the
applicable prospectus supplement will not necessarily be complete, and reference
will be made to the stock purchase contracts, and, if applicable, collateral or
depositary arrangements, relating to the stock purchase contracts or stock
purchase units. Material U.S. federal income tax considerations applicable to
the stock purchase units and the stock purchase contracts will also be discussed
in the applicable prospectus supplement.
DESCRIPTION OF THE TRUST PREFERRED SECURITIES
If and when RC Trust issues trust preferred securities, its declaration
of trust will be replaced by an amended and restated declaration of trust which
will authorize its trustees to issue one series of trust preferred securities
and one series of trust common securities. The form of amended and restated
declaration of trust is filed with the SEC as an exhibit to the registration
statement of which this prospectus is a part.
The terms of the trust preferred securities will include those stated
in RC Trust's declaration of trust, as it may be amended and restated from time
to time, and those made a part of that declaration by the Trust Indenture Act of
1939. This section describes the general terms and provisions of RC Trust's
amended and restated declaration of trust and the trust securities RC Trust may
offer from time to time. The applicable prospectus supplement will describe the
specific terms of the amended and restated declaration of trust and the trust
preferred securities offered through that prospectus supplement. Any final
amended and restated declaration of trust will be filed with the SEC if RC Trust
issues trust preferred securities. A holder of trust preferred securities should
read the applicable prospectus supplement and the amended and restated
declaration of trust for more specific information.
The prospectus supplement relating to the trust preferred securities
being offered will include specific terms relating to the offering. These terms
will include some or all of the following:
o the designation of the trust preferred securities;
o the number of trust preferred securities to be issued;
o the annual distribution rate and any conditions upon which
distributions are payable, the distribution payment dates, the
record dates for distribution payments and the additional
amounts, if any, that may be payable with respect to the trust
preferred securities;
o whether distributions will be cumulative and compounding and,
if so, the dates from which distributions will be cumulative
or compounded;
o the amounts that will be paid out of the assets of RC Trust,
after the satisfaction of liabilities to creditors of RC
Trust, to the holders of trust preferred securities upon
dissolution, winding up or termination of RC Trust;
o any repurchase, redemption or exchange provisions;
o any preference or subordination rights upon a default or
liquidation of RC Trust;
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o any voting rights of the trust preferred securities in
addition to those required by law, including the number of
votes per trust preferred security and any requirement for the
approval by the holders of trust preferred securities, as a
condition to a specified action or amendments to the
declaration of trust;
o terms for any conversion or exchange of the related series of
our debt securities or the trust preferred securities into
other securities;
o any rights to defer distributions on the trust preferred
securities by extending the interest payment period on the
related series of our debt securities;
o any terms and conditions upon which the related series of our
debt securities may be distributed to holders of trust
preferred securities; and
o any other relevant terms, rights, preferences, privileges,
limitations or restrictions of the trust preferred securities.
The regular trustee, on behalf of RC Trust and pursuant to the
declaration of trust, will issue one class of trust preferred securities and one
class of trust common securities. The trust preferred and trust common
securities will represent undivided beneficial ownership interests in the assets
of RC Trust. Except as described in the applicable prospectus supplement, the
trust preferred securities will rank equally, and payments will be made thereon
proportionately, with the trust common securities. The trust preferred
securities will be issued to the public under the registration statement of
which this prospectus is a part. The trust common securities will be issued
directly or indirectly to us.
The only source of cash to make payments on the trust preferred
securities issuable by RC Trust will be payments on debt securities RC Trust
purchases from us. The property trustee of RC Trust will hold legal title to the
debt securities RC Trust purchases in trust for the benefit of the holders of
its trust preferred securities. If RC Trust is dissolved, after satisfaction of
RC Trust's creditors, the property trustee may distribute the debt securities
held in trust on a proportionate basis to the holders of trust preferred and
trust common securities.
We will execute a guarantee agreement for the benefit of the holders of
the trust preferred securities. The terms of our guarantee will be set forth in
the applicable prospectus supplement and are summarized under the caption
"Description of the Trust Preferred Securities Guarantee" included elsewhere in
this prospectus. The guarantee will not guarantee the payment of distributions,
as defined below, or any amounts payable on redemption or liquidation of the
trust preferred securities when RC Trust does not have funds available to make
these payments. If we were to become insolvent, your claim as a holder of trust
preferred securities, which represents in effect an interest in the related
series of our debt securities, or as a holder of our debt securities as part of
a stock purchase unit, will be effectively junior to the claims of holders of
any indebtedness or preferred stock of our subsidiaries.
In the applicable prospectus supplement we will also describe certain
material U.S. federal income tax consequences and special considerations
applicable to the trust preferred securities.
DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEE
If and when RC Trust issues trust preferred securities, we will fully
and unconditionally guarantee payments on the trust preferred securities as
described in this section, any applicable prospectus supplement and the
guarantee executed by us in connection with the issuance of the trust preferred
securities. The Bank of New York, as guarantee trustee, will hold the guarantee
for the benefit of the holders of trust preferred securities.
This section describes the general terms and provisions of our trust
preferred securities guarantee. The applicable prospectus supplement will
describe the specific terms of the trust preferred securities guarantee. The
form of trust guarantee is filed with the SEC as an exhibit to the registration
statement of which this prospectus is a part. We will file with the SEC a final
guarantee if RC Trust issues trust preferred securities. A holder of trust
preferred securities should refer to the applicable prospectus supplement and to
the full text of our guarantee and those terms made a part of the guarantee by
the Trust Indenture Act of 1939 for more specific information.
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We will irrevocably and unconditionally agree to pay in full to holders
of trust preferred securities the following amounts to the extent not paid by RC
Trust:
o any accumulated and unpaid distributions and any additional
amounts with respect to the trust preferred securities and any
redemption price for trust preferred securities called for
redemption by RC Trust, if and to the extent that we have made
corresponding payments on the debt securities to the property
trustee of RC Trust; and
o payments upon the dissolution of RC Trust equal to the lesser
of:
(1) the liquidation amount plus all accumulated and
unpaid distributions and additional amounts on the
trust preferred securities to the extent RC Trust has
funds legally available for those payments; and
(2) the amount of assets of RC Trust remaining legally
available for distribution to the holders of trust
preferred securities in liquidation of RC Trust.
We will not be required to make these liquidation payments if:
o RC Trust distributes the debt securities to the holders of
trust preferred securities in exchange for their trust
preferred securities; or
o RC Trust redeems the trust preferred securities in full upon
the maturity or redemption of the debt securities.
We may satisfy our obligation to make a guarantee payment either by
making payment directly to the holders of trust preferred securities or to the
guarantee trustee for remittance to the holders or by causing RC Trust to make
the payment to them.
The guarantee is a guarantee from the time of issuance of the
applicable series of trust preferred securities. The guarantee only covers,
however, distributions and other payments on trust preferred securities if and
to the extent that we have made corresponding payments on the debt securities to
the applicable property trustee. If we do not make those corresponding payments
on the debt securities, RC Trust will not have funds available for payments and
we will have no obligation to make a guarantee payment.
The obligations under the debt securities, the associated indenture, RC
Trust's declaration of trust and our related guarantee, taken together, will
provide a full and unconditional guarantee of payments of distributions and
other amounts due on the trust preferred securities.
Raytheon Covenants
In the guarantee, we will agree that, as long as any trust preferred
securities issued by RC Trust are outstanding, we will not make the payments and
distributions described below if:
o we are in default on our guarantee payments or other payment
obligations under the related guarantee;
o any trust enforcement event under RC Trust's declaration of
trust has occurred and is continuing; or
o we elect to defer payments of interest on the related debt
securities by extending the interest payment period, and that
deferral period is continuing.
In these circumstances, we will agree that we will not:
o declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect
to, any of our capital stock; or
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o make any payment of principal, interest or premium, if any, on
or repay, repurchase or redeem any debt securities that rank
equally with, or junior in interest to, the debt securities we
issue to RC Trust or make any guarantee payments with respect
to any guarantee by us of the debt of any of our subsidiaries
if that guarantee ranks equally with or junior in interest to
the debt securities we issue to RC Trust.
However, even during these circumstances, we may:
o purchase or acquire our capital stock in connection with the
satisfaction of our obligations under any employee benefit
plans or pursuant to any contract or security outstanding on
the first day of any extension period requiring us to purchase
our capital stock (other than a contract or security ranking
expressly by its terms on a parity with or junior to the debt
securities);
o reclassify our capital stock or exchange or convert one class
or series of our capital stock for another class or series of
our capital stock;
o purchase fractional interests in shares of our capital stock
pursuant to the conversion or exchange provisions of our
capital stock or the security being converted or exchanged;
o declare dividends or distributions in our capital stock where
the dividend stock is the same stock as that on which the
dividend is being paid;
o redeem, repurchase or issue any rights pursuant to a rights
agreement; and
o make payments under the guarantee related to the trust
preferred securities.
In addition, as long as trust preferred securities issued by RC Trust
are outstanding, we will agree that we will:
o remain the sole direct or indirect owner of all the
outstanding trust common securities of RC Trust, except as
permitted by its declaration of trust;
o permit the trust common securities of RC Trust to be
transferred only as permitted by its declaration of trust; and
o use reasonable efforts to cause RC Trust to continue to be
treated as a grantor trust for U.S. federal income tax
purposes, except in connection with a distribution of debt
securities to the holders of trust preferred securities as
provided in its declaration of trust, in which case RC Trust
would be dissolved.
Amendments and Assignment
We and the guarantee trustee may amend the guarantee without the
consent of any holder of trust preferred securities if the amendment does not
adversely affect the rights of the holders in any material respect. In all other
cases, we and the guarantee trustee may amend the guarantee only with the prior
approval of the holders of at least a majority of outstanding trust preferred
securities issued by RC Trust.
We may assign our obligations under the guarantee only in connection
with a consolidation, merger or asset sale involving us that is permitted under
the indenture governing the debt securities.
Termination of the Guarantee
Our guarantee will terminate upon:
o full payment of the redemption price of all trust preferred
securities of RC Trust;
o distribution of the related debt securities, or any securities
into which those debt securities are convertible, to the
holders of the trust preferred and trust common securities of
RC Trust in exchange for all the securities issued by RC
Trust; or
o full payment of the amounts payable upon liquidation of RC
Trust.
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The guarantee will, however, continue to be effective, or will be
reinstated, if any holder of trust preferred securities must repay any amounts
paid on those trust preferred securities or under the guarantee.
Status of the Guarantee
Our obligations under the guarantee will be unsecured and effectively
junior to all debt and preferred stock of our subsidiaries. By acceptance of the
trust preferred securities, the holders of trust preferred securities agree to
any subordination provisions and other terms of the related guarantee. We will
specify in the applicable prospectus supplement the ranking of the guarantee
with respect to our capital stock and other liabilities, including other
guarantees.
The guarantee will be deposited with the guarantee trustee to be held
for the benefit of the holders of the trust preferred securities. The guarantee
trustee will have the right to enforce the guarantee on the holders' behalf. In
most cases, the holders of a majority of outstanding trust preferred securities
issued by RC Trust will have the right to direct the time, method and place of:
o conducting any proceeding for any remedy available to the
applicable guarantee trustee; or
o exercising any trust or other power conferred upon that
guarantee trustee under the guarantee.
The guarantee will constitute a guarantee of payment and not merely of
collection. This means that the guarantee trustee may institute a legal
proceeding directly against us to enforce the payment rights under the
guarantee, without first instituting a legal proceeding against RC Trust or any
other person or entity.
If the guarantee trustee fails to enforce the guarantee or we fail to
make a guarantee payment, a holder of the trust preferred securities may
institute a legal proceeding directly against us to enforce the holder's rights
under that guarantee without first instituting a legal proceeding against RC
Trust, the guarantee trustee or any other person or entity.
Periodic Reports Under Guarantee
We will be required to provide annually to the guarantee trustee a
statement as to our performance of our obligations and our compliance with all
conditions under the guarantee.
Duties of Guarantee Trustee
The guarantee trustee normally will perform only those duties
specifically set forth in the guarantee. The guarantee will not contain any
implied covenants. If a default occurs on the guarantee, the guarantee trustee
will be required to use the same degree of care and skill in the exercise of its
powers under the guarantee as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs. The guarantee trustee will
exercise any of its rights or powers under the guarantee at the request or
direction of holders of the trust preferred securities only if the guarantee
trustee is offered security and indemnity satisfactory to it.
RELATIONSHIP AMONG THE DEBT SECURITIES, THE TRUST PREFERRED SECURITIES
AND THE TRUST PREFERRED SECURITIES GUARANTEE
To the extent set forth in the guarantee and to the extent funds are
available, we will irrevocably guarantee the payment of distributions and other
amounts due on the trust preferred securities. If and to the extent we do not
make payments on the debt securities to the property trustee, RC Trust will not
have sufficient funds to pay distributions or other amounts due on the trust
preferred securities. The guarantee does not cover any payment of distributions
or other amounts due on the trust preferred securities unless RC Trust has
sufficient funds for the payment of such distributions or other amounts. In such
event, a holder of trust preferred securities may institute a legal proceeding
directly against us to enforce payment of such distributions or other amounts to
such holder after the respective due dates. Taken together, our obligations
under the debt securities, the associated indenture, RC Trust's declaration of
trust and our related guarantee will provide a full and unconditional guarantee
of payments of
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distributions and other amounts due on the trust preferred
securities. No single document standing alone or operating in conjunction with
fewer than all of the other documents constitutes such guarantee. It is only the
combined operation of these documents that provides a full and unconditional
guarantee of RC Trust's payment obligations under the trust preferred
securities.
Sufficiency of Payments
As long as payments of interest and other amounts are made when due on
the debt securities, such payments will be sufficient to cover distributions and
payments due on the trust preferred securities because of the following factors:
o the aggregate principal amount of the debt securities will be
equal to the sum of the aggregate stated liquidation amount of
the trust preferred securities;
o the interest rate and the interest and other payment dates on
the debt securities will match the distribution rate and
distribution and other payment dates for the trust preferred
securities;
o we, as issuer of the debt securities, will pay, and RC Trust
will not be obligated to pay, directly or indirectly, any
costs, expenses, debts and obligations of RC Trust, other than
with respect to the trust preferred securities; and
o the declaration of trust will further provide that RC Trust
will not engage in any activity that is not consistent with
the limited purposes of RC Trust.
Notwithstanding anything to the contrary in the indenture, we have the
right to set-off any payment we are otherwise required to make thereunder
against and to the extent we have already made, or are concurrently on the date
of such payment making, a related payment under the guarantee.
Enforcement Rights of Holders of Preferred Securities
The declaration of trust provides that if we fail to make interest or
other payments on the debt securities when due, taking account of any extension
period, the holders of the trust preferred securities may direct the property
trustee to enforce its rights under the applicable indenture. If the property
trustee fails to enforce its rights under the indenture in respect of an event
of default under the indenture, any holder of record of trust preferred
securities may, to the fullest extent permitted by applicable law, institute a
legal proceeding against us to enforce the property trustee's rights under the
indenture without first instituting any legal proceeding against RC Trust, the
property trustee or any other person or entity. Notwithstanding the foregoing,
if a trust enforcement event has occurred and is continuing and such event is
attributable to our failure to pay interest, premium or principal on the debt
securities on the date such interest, premium or principal is otherwise payable,
then a holder of trust preferred securities may institute a direct action
against us for payment of such holder's pro rata share. If a holder brings such
a direct action, we will be entitled to that holder's rights under RC Trust's
declaration of trust to the extent of any payment made by us to that holder.
If we fail to make payments under the guarantee, a holder of trust
preferred securities may institute a proceeding directly against us for
enforcement of the guarantee for such payments.
Limited Purpose of Trust
The trust preferred securities evidence undivided beneficial ownership
interests in the assets of RC Trust, and RC Trust exists for the sole purpose of
issuing and selling the trust preferred and trust common securities and using
the proceeds to purchase our debt securities. A principal difference between the
rights of a holder of trust preferred securities and a holder of our debt
securities is that a holder of our debt securities is entitled to receive from
us the principal amount of, and interest accrued on, the debt securities held,
while a holder of trust preferred securities is entitled to receive
distributions and other payments from RC Trust, or from us under the guarantee,
only if, and to the extent, RC Trust has funds available for the payment of such
distributions and other payments.
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Rights Upon Dissolution
Upon any voluntary or involuntary dissolution of RC Trust involving the
redemption or repayment of the debt securities, the holders of the trust
preferred securities will be entitled to receive, out of assets held by RC
Trust, subject to the rights of creditors of RC Trust, if any, the liquidation
distribution in cash. Because we are the guarantor under the guarantee and, as
issuer of the debt securities, we have agreed to pay for all costs, expenses and
liabilities of RC Trust other than RC Trust's obligations to the holders of the
trust preferred securities, the positions of a holder of trust preferred
securities and a holder of debt securities relative to other creditors and to
our stockholders in the event of liquidation or bankruptcy of us would be
substantially the same.
DESCRIPTION OF CERTAIN PROVISIONS OF DELAWARE LAW
AND OUR CERTIFICATE OF INCORPORATION AND BY-LAWS
We are organized as a Delaware corporation. The following is a summary
of our restated certificate of incorporation and amended and restated by-laws
and certain provisions of Delaware law. Because it is a summary, it does not
contain all the information that may be important to you. If you want more
information, you should read our entire restated certificate of incorporation
and amended and restated by-laws, copies of which are filed with the SEC as
exhibits to the registration statement of which this prospectus is a part, see
"Where You Can Find More Information," or refer to the provisions of Delaware
law.
Advance Notice of Nominations
Our amended and restated by-laws contain provisions requiring that you
deliver advance notice of any business that you intend to raise at an annual
meeting of stockholders and provides for procedures to be followed if you wish
to nominate a person to be elected as a director. To be timely, you must give
written notice to our Secretary within the 30-day period beginning on the 120th
day prior to the first anniversary of the preceding year's annual meeting. If
the date of the next annual meeting is more than 30 days before, or more than 60
days after, the first anniversary of the preceding year's annual meeting, you
must deliver notice to our Secretary within the period beginning on the 120th
day prior to the meeting and ending 30 days later, or, if later, the 10th day
after our public announcement of the meeting date. In addition, if we plan to
increase the size of our Board, and we do not announce all of the nominees for
election, or the fact that the size of our Board will be increased, at least 100
days before the first anniversary of the preceding year's annual meeting, you
will have 10 days following the date of our public announcement to give notice
of your nomination to our Secretary.
The notice must provide information about you and the business to be
brought before the meeting. You should review our amended and restated by-laws
for more information. For our 2002 annual stockholders' meeting, the first
anniversary of the previous year's meeting will be April 25, 2002.
Classification of Directors
Our restated certificate of incorporation provides that, except as
otherwise required by specific provisions of the restated certificate of
incorporation relating to the rights of holders of any class or series of
preferred stock to elect additional directors under specified circumstances, the
number of our directors may be fixed from time to time by a resolution adopted
by a majority of our Board but must not be less than three. Our Board is
classified into three classes, as nearly equal in size as possible. Each class
holds office until the third succeeding anniversary of the annual stockholders'
meeting electing that class. A director may be removed only for cause by the
vote of our common stockholders, subject to the rights of any series of
preferred stock outstanding.
No Action by Written Consent; Special Meeting
Our restated certificate of incorporation provides that stockholders
may not act by written consent in lieu of an annual or a special meeting. Except
as otherwise required by law and subject to the rights of holders of any class
or series of preferred stock, special meetings of the stockholders may only be
called by our Chairman of the Board or by our Board pursuant to a resolution
that indicates the purpose of the meeting, which is approved by a majority
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of our directors, assuming, for this purpose, that there were no vacancies. No
business other than that stated in the notice may be transacted at any special
meeting of stockholders.
According to our amended and restated by-laws, if we call a special
meeting to elect directors to our Board, you may nominate individuals for
election if you deliver notice to our Secretary during the period beginning on
the 120th day before the special meeting and ending 30 days later, or, if later,
the 10th day after our public announcement of the meeting.
Limitation on Directors' Liability
Our restated certificate of incorporation provides, as authorized by
law, that our directors will not be personally liable to us or our stockholders
for monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from or limitation of liability is not permitted under the
Delaware General Corporation Law. The effect of this provision may be to reduce
the likelihood of derivative litigation against directors for breach of their
duty of care, even though the action, if successful, might otherwise have
benefited us and our stockholders.
Stockholder Rights Plan
We have in place a stockholder rights plan. Each share of common stock
issued hereunder will be issued together with one right under the stockholder
rights plan. You should refer to the rights agreement, dated as of December 15,
1997, by and between us and American Stock Transfer & Trust Company, as rights
agent, as amended, for a more detailed description of the stockholder rights
plan. A copy of the rights agreement, as amended, is filed with the SEC as an
exhibit to the registration statement of which this prospectus is a part. See
"Where You Can Find More Information."
The rights trade automatically with shares of our common stock and
become exercisable only under the circumstances described below. The rights are
designed to protect our interests and the interests of our stockholders against
coercive takeover tactics. The purpose of the rights is to encourage potential
acquirors to negotiate with our Board before attempting a takeover and to
provide our Board with leverage in negotiating the terms of any proposed
takeover on behalf of all stockholders. The rights may have anti-takeover
effects. The rights should not, however, interfere with any merger or other
business combination that our Board approves.
The rights do not become exercisable until triggering events occur.
They expire on December 15, 2007, but we may extend this date or redeem the
rights earlier. Before a right is exercised, the right does not confer any right
to vote or receive dividends. The rights entitle you to purchase from us one
one-hundredth of a share of our Series B Junior Participating preferred stock
for $250, subject to adjustment, upon the earlier of the following occurrences:
o 10 days after the public announcement that an individual or
group-- the "acquiror"-- has acquired 15% or more of our
common stock, or the total voting power in the election of our
directors; or
o 10 business days, or later if our Board elects, after the
commencement or announcement by an individual or group-- the
"acquiror"-- of an intention to make a tender offer or
exchange offer that would result in the acquisition of 15% or
more of our common stock, or the total voting power in the
election of our directors.
Once the acquiror acquires 15% or more of our common stock, each holder
of a right other than the acquiror, whose rights will automatically become void,
will thereafter have the right to purchase, in lieu of purchasing shares of our
Series B Junior Participating preferred stock as explained above, shares of our
common stock at a 50% discount to market price. If we are thereafter acquired in
a merger or other business combination, or 50% or more of our assets or earning
power are sold, each holder of a right will have the right to purchase shares of
common stock of the acquiring company at a 50% discount to market price. Our
Board will have the option, however, before the acquiror obtains 50% or more of
our outstanding shares of common stock, to exchange rights of holders, other
than the acquiror, for shares of our Series B Junior Participating preferred
stock, at a rate of 100 rights per share, subject to adjustment.
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We may redeem the rights at any time before they are triggered at a
price of $0.01 per right. Our Board may also designate the effective time of the
redemption as well as the applicable conditions. If we redeem your rights, you
will be entitled to receive $0.01 for each right you hold, but you will not have
any further entitlements with respect to these rights.
Section 203 of The Delaware General Corporation Law
Section 203 of the Delaware General Corporation Law prohibits a defined
set of transactions between a Delaware corporation, such as us, and an
"interested stockholder." An interested stockholder is defined as a person who,
together with any affiliates or associates of such person, beneficially owns,
directly or indirectly, 15% or more of the outstanding voting shares of a
Delaware corporation. This provision may prohibit business combinations between
an interested stockholder and a corporation for a period of three years after
the date the interested stockholder becomes an interested stockholder. The term
"business combination" is broadly defined to include mergers, consolidations,
sales or other dispositions of assets having a total value in excess of 10% of
the consolidated assets of the corporation, and some other transactions that
would increase the interested stockholder's proportionate share ownership in the
corporation.
This prohibition is effective unless:
o either the business combination or the transaction that
resulted in the interested stockholder becoming an interested
stockholder is approved by our Board prior to the time the
interested stockholder becomes an interested stockholder;
o the interested stockholder owns at least 85% of our voting
stock, other than stock held by directors who are also
officers or by qualified employee stock plans, upon
consummation of the transaction in which it becomes an
interested stockholder; or
o the business combination is approved by a majority of our
Board and by the affirmative vote of 66-2/3% of the
outstanding voting stock that is not owned by the interested
stockholder.
In general, the prohibitions do not apply to business combinations with
persons who were interested stockholders prior to the corporation becoming
subject to Section 203.
Stock Exchange Listing
Our common stock is listed on the New York Stock Exchange, the Chicago
Stock Exchange and the Pacific Exchange. The trading symbol for our common stock
on these exchanges is "RTN."
Transfer Agent and Rights Agent
American Stock Transfer & Trust Company is the Transfer Agent for our
common stock and the Rights Agent for the rights.
PLAN OF DISTRIBUTION
We and RC Trust may sell the securities in and outside the United
States (a) through underwriters or dealers, (b) directly to purchasers,
including our affiliates, (c) through agents or (d) through a combination of any
of these methods. The prospectus supplement will include the following
information:
o the terms of the offering;
o the names of any underwriters or agents;
o the name or names of any managing underwriter or underwriters;
o the purchase price of the securities;
o the net proceeds from the sale of the securities;
o any delayed delivery arrangements;
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o any underwriting discounts, commissions and other items
constituting underwriters' compensation;
o any initial public offering price;
o any discounts or concessions allowed or reallowed or paid to
dealers; and
o any commissions paid to agents.
Sale Through Underwriters or Dealers
If underwriters are used in the sale of any of these securities, the
underwriters will acquire the securities for their own account. The underwriters
may resell the securities from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. Underwriters may offer securities
to the public either through underwriting syndicates represented by one or more
managing underwriters or directly by one or more firms acting as underwriters.
Unless we inform you otherwise in any prospectus supplement, the obligations of
the underwriters to purchase the securities will be subject to certain
conditions, and the underwriters will be obligated to purchase all the offered
securities if they purchase any of them. The underwriters may change from time
to time any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers.
During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, which means that selling concessions
allowed to syndicate members or other broker-dealers for the offered securities
sold for their account may be reclaimed by the syndicate if the offered
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the offered securities, which may be higher than the price that
might otherwise prevail in the open market. If commenced, the underwriters may
discontinue these activities at any time.
Some or all of the securities that we and RC Trust offer though this
prospectus may be new issues of securities with no established trading market.
Any underwriters to whom we and RC Trust sell these securities for public
offering and sale may make a market in those securities, but they will not be
obligated to and they may discontinue any market making at any time without
notice. Accordingly, neither we nor RC Trust can assure you of the liquidity of,
or continued trading markets for, any securities that we and RC Trust offer.
If dealers are used in the sale of securities, we and RC Trust will
sell the securities to them as principals. They may then resell those securities
to the public at varying prices determined by the dealers at the time of resale.
We will include in the prospectus supplement the names of the dealers and the
terms of the transaction.
Direct Sales and Sales Through Agents
We and RC Trust may sell the securities directly, and not through
underwriters or agents. We and RC Trust may also sell the securities through
agents designated from time to time. In the prospectus supplement, we will name
any agent involved in the offer or sale of the offered securities, and we will
describe any commissions payable to the agent. Unless we inform you otherwise in
the prospectus supplement, any agent will agree to use its reasonable best
efforts to solicit purchases for the period of its appointment.
We and RC Trust may sell the securities directly to institutional
investors or others who may be deemed to be underwriters within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
any sale of those securities. We will describe the terms of any such sales in
the prospectus supplement.
Delayed Delivery Contracts
If we so indicate in the prospectus supplement, we and RC Trust may
authorize agents, underwriters or dealers to solicit offers from certain types
of institutions to purchase securities from us or RC Trust at the public
offering price under delayed delivery contracts. These contracts would provide
for payment and delivery on a
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specified date in the future. The contracts would be subject only to those
conditions described in the prospectus supplement. The prospectus supplement
will describe the commission payable for solicitation of those contracts.
General Information
We may have agreements with the agents, dealers and underwriters to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments that the agents,
dealers or underwriters may be required to make. Agents, dealers and
underwriters may be customers of, engage in transactions with or perform
services for us in the ordinary course of their businesses.
VALIDITY OF THE OFFERED SECURITIES
Neal E. Minahan, Esq., Senior Vice President and General Counsel of
Raytheon, will pass upon the validity of our debt securities, common stock,
preferred stock, warrants, guarantees, stock purchase contracts and stock
purchase units. As of the date of this prospectus, Neal E. Minahan, Esq. holds
18,000 shares of common stock and options to acquire an additional 160,050
shares of common stock.
The validity of the trust preferred securities to be issued by RC
Trust, and the enforceability of its declaration of trust and the creation of RC
Trust, will be passed upon by Richards, Layton and Finger, P.A., Wilmington,
Delaware.
EXPERTS
The financial statements incorporated in this prospectus by reference
to the Current Report on Form 8-K of Raytheon Company dated June 28, 2002 have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy the registration statement
and any other document we file at the SEC's public reference section, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at the worldwide web site
(http://www.sec.gov) maintained by the SEC. Information regarding the operation
of the public reference section can be obtained by calling 1-800-SEC-0330. Our
common stock, $0.01 par value per share, is listed on the New York Stock
Exchange, the Chicago Stock Exchange and the Pacific Exchange, where reports,
proxy statements and other information concerning Raytheon Company can also be
inspected. The offices of the NYSE are located at 20 Broad Street, New York, New
York 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus. Statements in this prospectus
regarding the contents of any contract or other document may not be complete.
You should refer to the copy of the contract or other document filed as an
exhibit to the registration statement. Later information filed with the SEC will
update and supersede information we have included or incorporated by reference
in this prospectus.
We incorporate by reference the following documents filed by us:
o our Annual Reports on Form 10-K and Form 10-K/A for the fiscal
year ended December 31, 2001, File No. 1-13699, filed with the
SEC on March 19, 2002 and June 28, 2002, respectively;
o our Quarterly Report on Form 10-Q for the quarter ended March
31, 2002, File No. 1-13699, filed with the SEC on April 24,
2002;
o our Current Report on Form 8-K filed with the SEC on June 28,
2002; and
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o our registration statements on Form 8-A and Form 8-A/A filed
with the SEC on December 17, 1997, May 1, 2001 and April 5,
2002, respectively.
In addition to the documents listed above, we incorporate by reference
any future filings made by us, including filings made prior to the effectiveness
of this registration statement, with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, until our offering of
the securities made by this prospectus is completed or terminated.
We will provide without charge to each person, including any beneficial
owner, to whom a prospectus is delivered, on written or oral request of that
person, a copy of any or all of the documents we are incorporating by reference
into this prospectus, excluding exhibits other than those to which we
specifically refer. Such written requests should be addressed to:
Secretary, Raytheon Company
141 Spring Street
Lexington, Massachusetts 02421
You may direct telephone requests to our Secretary at (781) 862-6600.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate (except in the case of the registration
fee) of the amount of fees and expenses to be incurred in connection with the
issuance and distribution of the offered securities registered hereby, other
than underwriting discounts and commission, if any, incurred in connection with
the sale of the offered securities. All such amounts will be borne by Raytheon
Company.
SEC Registration Fee......................................$ 276,000
Legal Fees and Expenses...................................$ 100,000
Accounting Fees and Expenses..............................$ 30,000
Trustee's Fees and Expenses (including counsel fees)......$ 20,000
Rating Agency Fees........................................$ 160,000
Blue Sky Fees and Expenses................................$ 2,000
Printing and Engraving Expenses...........................$ 90,000
Miscellaneous Fees and Expenses...........................$ 14,000
----------
Total: $ 692,000
==========
All fees and expenses other than the SEC Registration Fee are
estimated. The expenses listed above will be paid by Raytheon Company.
Item 15. Indemnification of Directors and Officers.
Delaware General Corporation Law
Under Section 145 of the Delaware General Corporation Law (the "DGCL"),
Raytheon Company is empowered to indemnify its directors and officers in the
circumstances therein provided. Certain portions of Section 145 are summarized
below:
Section 145(a) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in the
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had not reasonable cause to believe such person's conduct was
unlawful.
Section 145(b) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
II-1
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a present
or former director or officer of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in Section
145(a) and (b), or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section 145(d) of the DGCL provides that any indemnification under
Section 145(a) and (b) (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or agent is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in Section 145(a) and (b). Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who were not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
Section 145. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the corporation deems appropriate.
Section 145(f) of the DGCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office.
Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability under Section 145.
Restated Certificate of Incorporation
The Restated Certificate of Incorporation of Raytheon Company provides
that no director of Raytheon Company shall be personally liable to Raytheon
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except to the extent such exemption or limitation is prohibited
under the DGCL as it currently exists or as it may be amended in the future.
The Restated Certificate of Incorporation also provides that Raytheon
Company shall indemnify each person who was or is made a party or is threatened
to be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person is or was a director or officer of Raytheon Company or is or was
serving at the request of Raytheon Company as a director or officer of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans (whether the basis of
such action, suit or proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving as a director or
officer), to the fullest extent authorized by the DGCL as it currently exists or
as it may be amended in the future, against all expense, liability and loss
(including attorneys' fees, judgments, fines, payments in settlement and excise
taxes or penalties arising under
II-2
the Employee Retirement Income Security Act of 1974, as in effect from time to
time) reasonably incurred or suffered by such person. Such indemnification shall
continue as to a person who ceases to be a director or officer of Raytheon
Company and shall inure to the benefit of such person's heirs, executors and
administrators. Raytheon Company shall not be required to indemnify a person in
connection with such action, suit or proceeding initiated by such person if it
was not authorized by the Board of Directors except under limited circumstances.
The Restated Certificate of Incorporation also provides that Raytheon
Company shall pay the expenses of directors and officers incurred in defending
any such action, suit or proceeding in advance of its final disposition;
provided, however, that, if and to the extent that the DGCL requires, the
payment of expenses incurred by a director or officer in advance of the final
disposition of any action, suit or proceeding shall be made only upon receipt of
an undertaking by the director or officer to repay all amounts advanced if it
should be ultimately determined that the director or officer is not entitled to
be indemnified under the Restated Certificate of Incorporation or otherwise. If
a claim for indemnification or advancement of expenses by an officer or director
under the Restated Certificate of Incorporation is not paid in full within 30
calendar days after a written claim therefor has been received by Raytheon
Company, the claimant may file suit to recover the unpaid amount of such claim
and, if successful in whole or in part, shall be entitled also to be paid the
expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any action, suit or proceeding in advance of its final disposition
where the required undertaking, if any is required, has been tendered to
Raytheon Company) that the claimant has not met the standard of conduct which
makes it permissible under the DGCL for Raytheon Company to indemnify the
claimant for the amount claimed. Raytheon Company shall have the burden of
providing such defense. Neither the failure of Raytheon Company to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in circumstances because the claimant has met the
applicable standard of conduct set forth in the DGCL, nor an actual
determination by Raytheon Company that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct. The right to
indemnification and the payment of expenses conferred on any person by the
Restated Certificate of Incorporation shall not be exclusive of any other rights
which such person may have or hereafter acquire under any statute, provision of
the Restated Certificate of Incorporation or the Amended and Restated By-Laws of
Raytheon Company, agreement, vote of stockholders or disinterested directors or
otherwise.
Any repeal or modification of the provisions of the Restated
Certificate of Incorporation described herein by the stockholders of Raytheon
Company will not adversely affect any limitation on the personal liability of
directors for, or any rights of directors in respect of, any cause of action,
suit or claim accruing or arising prior to the repeal or modification.
The Restated Certificate of Incorporation also provides that Raytheon
Company may maintain insurance to protect itself and any director, officer,
employee or agent of Raytheon Company or another corporation, partnership, joint
venture, trust or other enterprise against any such expense, liability or loss,
whether or not Raytheon Company would have the power to indemnify such person
against such expense, liability or loss under the DGCL.
Item 16. Exhibits
Exhibit No. Description
*1.1 Underwriting Agreement, filed as an exhibit to Raytheon
Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission, (the "SEC") on October 31, 2001, is
hereby incorporated by reference.
*4.1 Raytheon Company Restated Certificate of Incorporation, restated
as of April 2, 2002.
*4.2 Raytheon Company Amended and Restated By-Laws, as amended
through December 19, 2001.
II-3
Exhibit No. Description
*4.3 Raytheon Company Certificate of Designation of Preferences and
Rights of Series B Junior Participating Preferred Stock.
*4.4 Indenture relating to Senior Debt Securities dated as of July 3,
1995 between Raytheon Company and The Bank of New York, as
Trustee.
*4.5 Indenture relating to Subordinated Debt Securities dated as of
July 3, 1995 between Raytheon Company and The Bank of New York,
as Trustee.
*4.6 Supplemental Indenture dated as of December 17, 1997 between
Raytheon Company and the Bank of New York, as Trustee, filed as
an exhibit to Raytheon Company's Annual Report on Form 10-K for
the year ended December 31, 1997, is hereby incorporated by
reference.
*4.7 Form of Senior Debt Securities (included in Exhibit 4.4).
*4.8 Form of Subordinated Debt Securities (included in Exhibit 4.5).
*4.9 Rights Agreement dated as of December 15, 1997 between Raytheon
Company and State Street Bank and Trust Company, as Rights
Agent, filed as an exhibit to Raytheon Company's Registration
Statement on Form 8-A, File No. 1-13699, is hereby incorporated
by reference.
*4.10 Amendment to Rights Agreement dated as of May 15, 2001 between
Raytheon Company and State Street Bank and Trust Company, as
Rights Agent, filed as an exhibit to Raytheon Company's Annual
Report on Form 10-K for the year ended December 31, 2001, is
hereby incorporated by reference.
*4.11 Agreement of Substitution and Amendment of Rights Agreement
dated as of March 5, 2002 between Raytheon Company and American
Stock Transfer & Trust Company, as Rights Agent, filed as an
exhibit to Raytheon Company's Annual Report on Form 10-K for the
year ended December 31, 2001, is hereby incorporated by
reference.
*4.12 Third Amendment to Rights Agreement dated as of April 5, 2002
between Raytheon Company and American Stock Transfer & Trust
Company, as Rights Agent.
**4.13 Form of stock certificate representing shares of common stock,
$0.01 par value per share, of Raytheon Company.
**4.14 Form of Certificate of Designation for shares of preferred
stock, $0.01 par value per share, of Raytheon Company.
**4.15 Form of stock certificate representing shares of preferred
stock, $0.01 par value per share, of Raytheon Company.
**4.16 Form of Warrant Agreement, including form of Warrant.
**4.17 Form of Stock Purchase Contract.
**4.18 Form of Stock Purchase Unit.
*4.19 Declaration of Trust of RC Trust II, dated as of April 4, 2001
among Raytheon Company, The Bank of New York, The Bank of New
York (Delaware) and Richard A. Goglia, as trustees, filed as an
exhibit to Raytheon Company's Registration Statement on Form
S-3, File No. 333-58474,
II-4
Exhibit No. Description
is hereby incorporated by reference.
*4.20 Form of Amended and Restated Declaration of Trust.
*4.21 Certificate of Trust of RC Trust II, filed as an exhibit to
Raytheon Company's Registration Statement on Form S-3, File No.
333-58474, is hereby incorporated by reference.
*4.22 Form of Trust Preferred Security (included in Exhibit 4.20).
*4.23 Form of Raytheon Company Guarantee Agreement.
*5.1 Opinion of Neal E. Minahan, Senior Vice President and General
Counsel of Raytheon Company.
5.2 Opinion of Richards, Layton & Finger, P.A. relating to RC Trust
II.
**8.1 Opinion of Sullivan & Worcester LLP regarding tax matters.
*12.1 Statement regarding Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends.
*23.1 Consent of Neal E. Minahan (included in Exhibit 5.1).
23.2 Consent of Richards, Layton & Finger, P.A. (included in Exhibit
5.2).
23.3 Consent of PricewaterhouseCoopers LLP.
*24 Powers of Attorney (included in signature pages).
**25.1 Statement of Eligibility of Trustee on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under the
Senior Indenture.
**25.2 Statement of Eligibility of Trustee on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under the
Subordinated Indenture.
**25.3 Statement of Eligibility of Trustee on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under the
Amended and Restated Declaration of Trust of RC Trust II.
**25.4 Statement of Eligibility of Trustee on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under the
Raytheon Company Guarantee Agreement for RC Trust II.
* Incorporated herein by reference.
** To be filed either by amendment or as an exhibit to a report filed
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and incorporated herein by reference in connection with the
offering of offered securities, as appropriate.
Item 17. Undertakings.
(A) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
II-5
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the SEC pursuant to Rule 424(b) under the Securities Act if, in the
aggregate, the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in
this registration statement;
provided, however, that subparagraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed with or furnished to the
SEC by Raytheon Company pursuant to Section 13 or Section 15(d) of the Exchange
Act, that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(B) The undersigned registrants hereby further undertake that, for the
purposes of determining any liability under the Securities Act, each filing of
Raytheon Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(C) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrants pursuant to the provisions described under Item 15 of this
registration statement, or otherwise, the registrants have been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrants of expenses incurred or paid by a director, officer
or controlling person of the registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrants will,
unless in the opinion of their counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
(D) The undersigned registrants hereby undertake that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by Raytheon Company pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective;
II-6
(2) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(E) The undersigned registrants hereby undertake to file an application
for the purpose of determining the eligibility of each trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance
with the rules and regulations prescribed by the SEC under Section 305(b)(2) of
the Trust Indenture Act of 1939.
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act, Raytheon Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Lexington, Commonwealth of Massachusetts, on the 28th
day of June, 2002.
RAYTHEON COMPANY
By: /s/ Neal E. Minahan
Neal E. Minahan
Senior Vice President and General Counsel
Pursuant to the requirements of the Securities Act this registration
statement on Form S-3 has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
* Chairman and Chief Executive June 28, 2002
Daniel P. Burnham Officer and Director (Principal
Executive Officer)
* Director June 28, 2002
Barbara M. Barrett
* Director June 28, 2002
Ferdinand Colloredo-Mansfeld
* Director June 28, 2002
John M. Deutch
* Director June 28, 2002
Thomas E. Everhart
____________________________ Director
Henrique de Campos Meirelles
* Director June 28, 2002
Frederic M. Poses
* Director June 28, 2002
Warren B. Rudman
II-8
Signature Title Date
- --------- ----- ----
* Director June 28, 2002
Michael C. Ruettgers
* Director June 28, 2002
William R. Spivey
_______________________ Director
John H. Tilelli, Jr.
* Senior Vice President and June 28, 2002
Franklyn A. Caine Chief Financial Officer
(Principal Financial Officer)
* Vice President and Corporate June 28, 2002
Edward S. Pliner Controller (Principal Accounting
Officer)
* By: /s/ Neal E. Minahan
Neal E. Minahan
ATTORNEY-IN-FACT PURSUANT
TO THE POWERS OF ATTORNEY
PREVIOUSLY PROVIDED AS PART
OF THIS REGISTRATION STATEMENT.
II-9
Pursuant to the requirements of the Securities Act, RC Trust II
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Lexington, Commonwealth of Massachusetts, on the 28th
day of June, 2002.
RC TRUST II
By: Raytheon Company, as Sponsor
By: /s/ Neal E. Minahan
Neal E. Minahan
Senior Vice President and General Counsel
II-10
EXHIBIT INDEX
Exhibit No. Description
*1.1 Underwriting Agreement, filed as an exhibit to Raytheon
Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission, (the "SEC") on October 31, 2001, is
hereby incorporated by reference.
*4.1 Raytheon Company Restated Certificate of Incorporation, restated
as of April 2, 2002.
*4.2 Raytheon Company Amended and Restated By-Laws, as amended
through December 19, 2001.
*4.3 Raytheon Company Certificate of Designation of Preferences and
Rights of Series B Junior Participating Preferred Stock.
*4.4 Indenture relating to Senior Debt Securities dated as of July 3,
1995 between Raytheon Company and The Bank of New York, as
Trustee.
*4.5 Indenture relating to Subordinated Debt Securities dated as of
July 3, 1995 between Raytheon Company and The Bank of New York,
as Trustee.
*4.6 Supplemental Indenture dated as of December 17, 1997 between
Raytheon Company and the Bank of New York, as Trustee, filed as
an exhibit to Raytheon Company's Annual Report on Form 10-K for
the year ended December 31, 1997, is hereby incorporated by
reference.
*4.7 Form of Senior Debt Securities (included in Exhibit 4.4).
*4.8 Form of Subordinated Debt Securities (included in Exhibit 4.5).
*4.9 Rights Agreement dated as of December 15, 1997 between Raytheon
Company and State Street Bank and Trust Company, as Rights
Agent, filed as an exhibit to Raytheon Company's Registration
Statement on Form 8-A, File No. 1-13699, is hereby incorporated
by reference.
*4.10 Amendment to Rights Agreement dated as of May 15, 2001 between
Raytheon Company and State Street Bank and Trust Company, as
Rights Agent, filed as an exhibit to Raytheon Company's Annual
Report on Form 10-K for the year ended December 31, 2001, is
hereby incorporated by reference.
*4.11 Agreement of Substitution and Amendment of Rights Agreement
dated as of March 5, 2002 between Raytheon Company and American
Stock Transfer & Trust Company, as Rights Agent, filed as an
exhibit to Raytheon Company's Annual Report on Form 10-K for the
year ended December 31, 2001, is hereby incorporated by
reference.
*4.12 Third Amendment to Rights Agreement dated as of April 5, 2002
between Raytheon Company and American Stock Transfer & Trust
Company, as Rights Agent.
**4.13 Form of stock certificate representing shares of common stock,
$0.01 par value per share, of Raytheon Company.
**4.14 Form of Certificate of Designation for shares of preferred
stock, $0.01 par value per share, of Raytheon Company.
**4.15 Form of stock certificate representing shares of preferred
stock, $0.01 par value per share, of Raytheon Company.
**4.16 Form of Warrant Agreement, including form of Warrant.
Exhibit No. Description
**4.17 Form of Stock Purchase Contract.
**4.18 Form of Stock Purchase Unit.
*4.19 Declaration of Trust of RC Trust II, dated as of April 4, 2001
among Raytheon Company, The Bank of New York, The Bank of New
York (Delaware) and Richard A. Goglia, as trustees, filed as an
exhibit to Raytheon Company's Registration Statement on Form
S-3, File No. 333-58474, is hereby incorporated by reference.
*4.20 Form of Amended and Restated Declaration of Trust.
*4.21 Certificate of Trust of RC Trust II, filed as an exhibit to
Raytheon Company's Registration Statement on Form S-3, File No.
333-58474, is hereby incorporated by reference.
*4.22 Form of Trust Preferred Security (included in Exhibit 4.20).
*4.23 Form of Raytheon Company Guarantee Agreement.
*5.1 Opinion of Neal E. Minahan, Senior Vice President and General
Counsel of Raytheon Company.
5.2 Opinion of Richards, Layton & Finger, P.A. relating to RC Trust
II.
**8.1 Opinion of Sullivan & Worcester LLP regarding tax matters.
*12.1 Statement regarding Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends.
*23.1 Consent of Neal E. Minahan (included in Exhibit 5.1).
23.2 Consent of Richards, Layton & Finger, P.A. (included in Exhibit
5.2).
23.3 Consent of PricewaterhouseCoopers LLP.
*24 Powers of Attorney (included in signature pages).
**25.1 Statement of Eligibility of Trustee on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under the
Senior Indenture.
**25.2 Statement of Eligibility of Trustee on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under the
Subordinated Indenture.
**25.3 Statement of Eligibility of Trustee on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under the
Amended and Restated Declaration of Trust of RC Trust II.
**25.4 Statement of Eligibility of Trustee on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under the
Raytheon Company Guarantee Agreement for RC Trust II.
* Incorporated herein by reference.
** To be filed either by amendment or as an exhibit to a report filed
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and incorporated herein by reference in connection with the
offering of offered securities, as appropriate.
EXHIBIT 5.2
[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]
June 28, 2002
RC Trust II
c/o Raytheon Company
141 Spring Street
Lexington, Massachusetts 02421
Re: RC Trust II
Ladies and Gentlemen:
We have acted as special Delaware counsel for Raytheon Company, a
Delaware corporation (the "Company"), and RC Trust II, a Delaware business trust
(the "Trust"), in connection with the matters set forth herein. At your request,
this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated as of April 4, 2001
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on April 4, 2001;
(b) The Declaration of Trust of the Trust, dated as of April 4, 2001,
between the Company, as sponsor, and the trustees of the Trust named therein;
(c) A form of Amended and Restated Declaration of Trust of the Trust
(including Exhibits A and B thereto) (the "Declaration"), to be entered into
among the Company, as sponsor, the trustees of the Trust named therein, and the
holders, from time to time, of undivided beneficial interests in the assets of
the Trust, attached as an exhibit to the Registration Statement (as defined
below);
RC Trust II
June 28, 2002
Page 2
(d) Amendment No. 2 to the Registration Statement on Form S-3 (the
"Registration Statement"), including a prospectus (the "Prospectus"), relating
to the trust preferred securities of the Trust representing undivided beneficial
interests in the assets of the Trust (each, a "Preferred Security" and
collectively, the "Preferred Securities"), as proposed to be filed by the
Company and the Trust with the Securities and Exchange Commission (the "SEC") on
or about June 28, 2002; and
(e) A Certificate of Good Standing for the Trust, dated June 26, 2002,
obtained from the Secretary of State.
Capitalized terms used herein and not otherwise defined are used as
defined in the Declaration.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Declaration
and the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, that each of the parties to
the documents examined by us has been duly created, organized or formed, as the
case may be, and is validly existing in good standing under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents, (vi) the receipt by each
Person to whom a Preferred Security is to be issued by the Trust (collectively,
the "Preferred Security Holders") of a Preferred Security Certificate for such
Preferred Security and the payment for the Preferred Security acquired by it, in
RC Trust II
June 28, 2002
Page 3
accordance with the Declaration and the Registration Statement, and (vii) that
the Preferred Securities are issued and sold to the Preferred Security Holders
in accordance with the Declaration and the Registration Statement. We have not
participated in the preparation of the Registration Statement and assume no
responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act (12 Del.
C.ss.3801, et seq.).
2. The Preferred Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, legally issued, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Declaration.
We consent to the filing of this opinion with the SEC as an exhibit to
the Registration Statement. In addition, we hereby consent to the use of our
name under the heading "Validity of Offered Securities" in the Prospectus. In
giving the foregoing consents, we do not thereby admit that we come within the
category of Persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
BJK
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Amendment No. 2 to
Registration Statement on Form S-3 of our report dated January 24, 2002, except
as to the first paragraph of Note A, the second, sixth, ninth, tenth, eleventh,
and twelfth paragraphs of Note B, the fourth paragraph of Note C, and the
information in Note T, as to which the date is March 12, 2002, relating to the
financial statements, which appears in Raytheon Company's Current Report on Form
8-K dated June 28, 2002. We also consent to the incorporation by reference of
our report dated January 24, 2002 relating to the financial statement schedule,
which appears in Raytheon Company's Annual Report on Form 10-K for the year
ended December 31, 2001. We also consent to the incorporation by reference of
our report dated June 11, 2002 relating to the financial statements of the
Raytheon Savings and Investment Plan, which appears in Raytheon Company's Annual
Report on Form 10-K/A for the year ended December 31, 2001. We also consent to
the references to us under the headings "Experts" and "Selected Financial Data"
in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
June 28, 2002