AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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RAYTHEON COMPANY
(Exact name of registrant as specified in its charter)
95-1778500
(I.R.S. Employer Identification Number)
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141 SPRING STREET
LEXINGTON, MASSACHUSETTS 02421
(781) 862-6600
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
THOMAS D. HYDE, ESQ. Copy to:
SENIOR VICE PRESIDENT, GENERAL COUNSEL MICHAEL P. O'BRIEN, ESQ.
AND SECRETARY JOHAN V. BRIGHAM, ESQ.
Raytheon Company Bingham Dana LLP
141 Spring Street 150 Federal Street
Lexington, Massachusetts, 02421 Boston, MA 02110
(781) 862-6600 (617) 951-8000
(Address, including zip code and telephone number, including area code of
agent for service of process)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time, after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please 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, 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, please 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. [_]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Offering Registration
Securities to be Registered Registered Per Unit(1) Price(1)(2) Fee
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Debt Securities(4)(7) (3) (3) (3) (3)
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Preferred Stock, $0.01 par value (3) (3) (3) (3)
per share(5)(7)
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Class B Common Stock, $0.01 par (3) (3) (3) (3)
value per share(6)(7)
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Warrants(8) (3) (3) (3) (3)
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Total: $3,000,000,000(9) 100% $3,000,000,000(9) $834,000
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(1) The proposed maximum per unit and aggregate offering prices per class of
security will be determined from time to time by the Registrant in
connection with the issuance by the Registrant of the securities
registered hereunder.
(2) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(o) under the Securities Act.
(3) Not required to be included in accordance with General Instruction II.D.
of Form S-3 under the Securities Act.
(4) Subject to note (9) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold, from
time to time, by the Registrant. If any Debt Securities are issued at an
original issue discount, then the offering price shall be in such greater
principal amount as shall result in an aggregate initial offering price
not to exceed $3.0 billion less the dollar amount of any securities
previously issued hereunder.
(5) Subject to note (9) below, there is being registered hereunder an
indeterminate number of shares of Preferred Stock of the Company as may be
sold from time to time.
(6) Subject to note (9) below, there is being registered hereunder an
indeterminate number of shares of Class B Common Stock of the Company as
may be sold from time to time.
(7) Subject to note (9) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities, and an indeterminate
number of shares of Preferred Stock and Class B Common Stock of the
Company, as shall be issuable upon conversion or redemption of Debt
Securities, Preferred Stock or Class B Common Stock of the Company, as the
case may be, or upon the exercise of Warrants of the Company registered
hereunder.
(8) Subject to note (9) below, there is being registered hereunder an
indeterminate amount and number of Warrants of the Company, representing
rights to purchase certain of the Debt Securities, Preferred Stock or
Class B Common Stock of the Company registered hereunder.
(9) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$3.0 billion or the equivalent thereof in one or more foreign currencies,
foreign currency units, or composite currencies. The aggregate amount of
Class B Common Stock registered hereunder is further limited to that which
is permissible under Rule 415(a)(4) under the Securities Act. The
securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
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 OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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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 it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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Subject to Completion, Dated July 9, 1999
Prospectus
RAYTHEON COMPANY
DEBT SECURITIES
PREFERRED STOCK
CLASS B COMMON STOCK
WARRANTS
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RAYTHEON COMPANY: THE OFFER:
By this prospectus, we may offer, from time to time,
the following securities:
We provide products and services in
the areas of defense and commercial o our unsecured senior debt securities
electronics, business and special o our unsecured subordinated debt securities
mission aircraft, and engineering o warrants to purchase our debt securities
and construction. o shares of our preferred stock
o warrants to purchase shares of our preferred stock
o shares of our Class B common stock
Raytheon Company o warrants to purchase shares of our Class B
141 Spring Street common stock
Lexington, Massachusetts 02421 o units consisting of some or all of these securities
We may offer the offered securities in different series from time to time
in amounts, at prices and on terms determined at the time of the offering. We
will provide you with specific terms of the applicable offered securities in
supplements to this prospectus. The aggregate initial offering price of the
securities that we may issue under this prospectus will not exceed $3.0
billion.
Our Class B common stock is listed for trading on the New York Stock
Exchange, the Chicago Stock Exchange and the Pacific Exchange under the symbol
RTNb. On July 7, 1999, the last reported sale price of our Class B common
stock on the New York Stock Exchange was $74.94.
You should read this prospectus and any prospectus supplement carefully
before you decide to invest. This prospectus may not be used to make sales of
the offered securities unless it is accompanied by a prospectus supplement
describing the method and terms of the offering of those offered securities. We
may sell the securities, or we may distribute them through underwriters or
dealers. In addition, the underwriters may overallot a portion of the
securities.
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.
TABLE OF CONTENTS
PAGE
About this Prospectus........................................................3
Available Information........................................................3
Disclosure Regarding Forward-Looking Statements..............................4
Raytheon Company.............................................................5
Electronics..........................................................5
Aircraft.............................................................5
Engineering and Construction.........................................6
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends....6
Use of Proceeds..............................................................6
Description of Our Securities................................................6
Description of Our Debt Securities...........................................7
Subordination of Subordinated Debt Securities........................8
Events of Default....................................................9
Defeasance and Covenant Defeasance..................................10
Modification and Waiver.............................................11
Covenants...........................................................11
Consolidation, Merger and Sale of Assets............................12
Conversion or Exchange Rights.......................................12
Global Securities...................................................12
Our Debt Trustee....................................................14
Description of Our Preferred Stock..........................................14
Hughes Separation Agreement.........................................15
Description of Our Class B Common Stock.....................................16
Provisions of our Restated Certificate of Incorporation
and Amended and Restated By-Laws....................................17
Stockholder Rights Plan.............................................18
Section 203 of the Delaware General Corporation Law.................19
Stock Exchange Listing..............................................19
Transfer Agent......................................................19
Description of Our Securities Warrants......................................19
Plan of Distribution........................................................20
Legal Matters...............................................................21
Experts ....................................................................21
Our principal executive offices are located at 141 Spring Street,
Lexington, Massachusetts 02421. Our telephone number is (781) 862-6600.
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus or incorporated by reference in this prospectus.
We are not making offers to sell the securities in any jurisdiction in which
such an offer or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.
The information in this prospectus is accurate as of the date on the front
cover. You should not assume that the information contained in this prospectus
is accurate as of any other date.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (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 $3.0 billion or the equivalent denominated in foreign
currencies. 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 that will contain specific information about the terms of
that offering. This prospectus does not contain all of the information included
in the registration statement. For a more complete understanding of the of the
offering of the securities, you should refer to the registration statement,
including its exhibits. The prospectus supplement may also add, update or
change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
under the heading "Available Information."
AVAILABLE 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, at the worldwide web site
(http://www.sec.gov) maintained by the SEC and at the SEC's Regional Offices
located at Seven World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Information regarding the operation of the Public Reference Section can be
obtained by calling 1-800-SEC-0330. Our Class B common stock, $0.01 par value
per share, and Class A common stock, $0.01 par value per share, are 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.
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. These incorporated documents contain
important business and financial information about us that is not included in
or delivered with this prospectus. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information.
We incorporate by reference into this prospectus:
o our Annual Report on Form 10-K for the fiscal year ended December 31,
1998, as amended by Form 10-K/A filed with the SEC on July 1, 1999;
o our Quarterly Report on Form 10-Q for the fiscal quarter ended April 4,
1999;
o our registration statement on Form 8-A dated December 11, 1997 and Form
8A/A dated December 17, 1997; and
o any future filings made by us with the SEC under Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until we sell all of the
securities.
Any statement contained in this prospectus or in any documents that are
incorporated or deemed to be incorporated by reference into this prospectus in
whole or in part shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained in this prospectus or
in any other subsequently filed document or portion thereof which also is or is
deemed to be incorporated by reference into this prospectus modifies or
supersedes it. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
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 (other than exhibits to those documents unless such
exhibits are specifically incorporated by reference into those documents). Such
written requests should be addressed to:
Secretary, Raytheon Company
141 Spring Street
Lexington, Massachusetts 02421
You may direct telephone requests to the Secretary of Raytheon Company at
(781) 862-6600.
DISCLOSURE 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, certain
statements included in this prospectus under "Raytheon Company" and located
elsewhere in this prospectus 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 certain 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:
o the significant considerations discussed in this prospectus and the
information incorporated by reference into this prospectus;
o competition from others;
o our ability to successfully complete the consolidation and
reorganization of Raytheon Systems Company in a manner that avoids
business disruptions and achieves anticipated cost and revenue
synergies;
o our ability to successfully implement our consolidation and cost
reduction plans for Raytheon Engineers & Constructors;
o the magnitude and timing of new business awards;
o declines in the procurement portion of the U.S. defense budget;
o our ability to detect and then achieve successful and timely
resolution of all Year 2000 problems;
o changes in general economic and business conditions;
o other factors which might be described from time to time in our
filings with the Securities and Exchange Commission; and
o other factors which are beyond our control and the control of our
subsidiaries, including, without limitation, the preparedness of our
critical suppliers to avoid Year 2000 related service and delivery
interruptions.
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 and our subsidiaries or our businesses or
operations. Additionally, important factors that could cause actual results to
differ materially from our expectations are disclosed in the documents we are
incorporating by reference, including statements under "Item 1-Business" of our
Annual Report on Form 10-K, as amended, for the year ended December 31, 1998.
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 expressly disclaim any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statement.
RAYTHEON COMPANY
Raytheon Company is a global technology leader, with worldwide 1998 sales
of more than $19.5 billion. We provide products and services in the areas of
defense and commercial electronics, business and special mission aircraft, and
engineering and construction. We have operations throughout the United States
and serve customers in more than 80 countries around the world.
ELECTRONICS
DEFENSE ELECTRONICS. Raytheon Systems Company ("RSC") represents the
combination and consolidation of four legacy defense organizations - Raytheon
Electronic Systems, Raytheon E-Systems, Raytheon TI Systems and the defense
electronics business of Hughes Electronics Corporation ("Hughes Defense").
RSC is engaged in the design, manufacture and service of advanced
electronic devices, equipment and systems for both government and commercial
customers. In addition to defense electronic systems, RSC has been successful
in the conversion of certain defense electronic technologies to commercial
applications such as air traffic control, environmental monitoring and
communications. RSC currently consists of the following five business units:
DEFENSE SYSTEMS--anti-ballistic missile systems; air defense;
air-to-air, surface-to-air, and air-to-surface missiles; naval and
maritime systems; ship self-defense systems; torpedoes; strike,
interdiction and cruise missiles; and advanced munitions.
SENSORS AND ELECTRONIC SYSTEMS--radar; electronic warfare; infrared;
laser; and GPS technologies. Programs are focused on land, naval,
airborne and spaceborne systems used for surveillance, reconnaissance,
targeting, navigation, commercial and scientific applications.
COMMAND, CONTROL, COMMUNICATION AND INFORMATION SYSTEMS--command,
control and communications systems; air traffic control systems;
tactical radios; satellite communication ground control terminals; wide
area surveillance systems; advanced transportation systems; simulators
and simulation systems; ground-based information processing systems;
large scale information retrieval, processing and distribution systems;
and global broadcast systems.
AIRCRAFT INTEGRATION SYSTEMS--integration of airborne surveillance and
intelligence systems; aircraft modifications; and head-of-state
aircraft systems.
TRAINING AND SERVICES--training services and integrated training
programs; technical services; and logistics and support.
COMMERCIAL ELECTRONICS. Our commercial electronics businesses produce,
among other things, marine radars and other marine electronics,
transmit/receive modules for satellite communications projects and other
electronic components for a wide range of applications.
AIRCRAFT
Raytheon Aircraft offers one of the broadest product lines in the general
aviation market. Raytheon Aircraft manufactures, markets and supports
piston-powered aircraft, jet props and light and medium jets for the world's
commercial, regional airline and military aircraft markets. Raytheon Aircraft
is the prime contractor for the U.S. Air Force/U.S. Navy Joint Primary Aircraft
Training System (JPATS). In addition, in 1997 Raytheon Aircraft launched its
own fractional or shared aircraft ownership business called Raytheon Travel
Air. This program currently has over 200 customers.
ENGINEERING AND CONSTRUCTION
Raytheon Engineers & Constructors ("RE&C") is one of the largest
engineering and construction firms in the United States, serving markets
throughout the world. RE&C is engaged in the design, construction and
maintenance of facilities and plants operated by a range of customers,
including independent power producers, utilities, petroleum companies, pulp and
paper companies, industrial concerns and governments.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following table sets forth Raytheon Company's consolidated ratio of
earnings to combined fixed charges and preferred stock dividends for the end of
the fiscal quarters ended March 31, 1998 and March 31, 1999 and for the end of
the fiscal years 1998, 1997, 1996, 1995 and 1994:
FISCAL YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
2.7x 2.7x 4.6x 6.0x 12.0x
FISCAL QUARTER ENDED MARCH 31,
----------------------------------
1999 1998
---- ----
2.7x 3.0x
For purposes of computing the ratio of earnings to combined fixed charges
and preferred stock dividends:
o earnings consist of net earnings, taxes on income and fixed charges (less
capitalized interest); and
o fixed charges consist of interest expense, amortization of debt discount
and issuance expense, the portion of rents representative of an interest
factor and capitalized interest.
USE OF PROCEEDS
Unless the applicable prospectus supplement states otherwise, we will use
the net proceeds from the sale of the securities for working capital, capital
expenditures, acquisitions and other general corporate purposes. Until we use
the net proceeds in that manner, we may temporarily use them to make short-term
investments or reduce short-term borrowings.
DESCRIPTION OF OUR SECURITIES
We may offer under this prospectus one or more of the following categories
of our securities:
o unsecured senior debt securities
o unsecured subordinated debt securities
o warrants to purchase senior or subordinated debt securities
o shares of preferred stock, in one or more series
o warrants to purchase shares of preferred stock
o shares of Class B common stock
o warrants to purchase shares of Class B common stock
The terms of any specific offering of our securities, including the terms
of any units of a combination of our securities, will be described in a
prospectus supplement relating to that offering.
DESCRIPTION OF OUR DEBT SECURITIES
This section describes the general terms and provisions of the debt
securities that we may offer. The applicable prospectus supplement will
describe the specific terms of the debt securities offered through that
prospectus supplement as well as any general terms described in this section
that will not apply to those debt securities.
Our unsecured senior debt securities will be issued under an Indenture,
dated as of July 3, 1995, between Raytheon Company and The Bank of New York, as
trustee, or another indenture or indentures to be entered into by Raytheon
Company and that trustee or another trustee. The unsecured subordinated debt
securities will be issued under a second Indenture, dated as of July 3, 1995,
also between Raytheon Company and The Bank of New York, as trustee or another
indenture to be entered into by Raytheon Company and that trustee or another
trustee.
Copies of each of the July 3, 1995 indentures have been filed with the SEC
as exhibits to the registration statement of which this prospectus are a part,
and are incorporated by reference into this prospectus. If we elect to issue
securities under another indenture, we will file a copy of that indenture with
the SEC. THE SUMMARY IN THIS PROSPECTUS OF OUR DEBT SECURITIES AND CERTAIN
INDENTURE PROVISIONS IS NOT COMPLETE AND YOU SHOULD REFER TO THE APPLICABLE
INDENTURE FOR MORE SPECIFIC INFORMATION. In addition, you should consult the
applicable prospectus supplement for particular terms of our debt securities.
Our existing indentures do not limit the amount of debt securities that we
may issue, and permit us to issue securities from time to time in one or more
series. The debt securities will be unsecured obligations of Raytheon Company.
Generally, we will pay the principal of, premium (if any) 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 following terms of
any series of debt securities that we may offer:
o the title of the debt securities;
o whether they are senior debt securities or subordinated debt securities;
o any limit on the aggregate principal amount of the debt securities offered
through that prospectus supplement;
o the identity of the person to whom we will pay interest if it is anybody
other than the noteholder;
o when the principal of the debt securities will mature;
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 of, 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;
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 you 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 you and, if a foreign
currency, the manner of conversion from United States dollars;
o any index we may use to determine the amount of payment of principal of,
premium (if any) 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.
We may issue our debt securities at an original issue discount (bearing no
interest or bearing interest at a rate that, at the time of issuance, is below
market rate) to be sold at a substantial discount below their stated principal
amount. 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 receive an amount less than their 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.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Generally, the payment of principal of, premium (if any) 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, you may not be paid with respect to our
subordinated securities until our senior debt and third party creditors 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, and
interest on:
(1) 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 outstanding on the date
of execution of the subordinated securities indenture or thereafter
created, incurred or assumed; and
(2) 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:
(1) any obligation of, or any obligation guaranteed by, Raytheon Company for
the repayment of borrowed money, whether or not evidenced by bonds,
debentures, notes or other written instruments,
(2) any deferred payment obligation of, or any such obligation guaranteed by,
Raytheon Company for the payment of the purchase price of property or
assets evidenced by a note or similar instrument, and
(3) any obligation of, or any such obligation guaranteed by, Raytheon Company
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 with respect to subordinated
securities;
o failure to perform any other covenant or agreement in the applicable
indenture, other than a covenant included in the indenture solely for the
benefit of a different type 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.
You 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 you 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 certain standard of care.
However, the trustee will not be obligated to exercise any of its rights or
powers under the indentures at your request unless you provide the trustee
reasonable security or indemnity. Generally, but with exceptions, holders of a
majority in aggregate principal 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.
You may institute a suit against us for enforcement of your rights to
receive payment of the principal of, premium (if any) on or interest on our
debt securities after the due dates. However, you will not be able to institute
any other proceedings under the applicable indenture, including for any remedy,
unless the following conditions are satisfied:
(1) You give the trustee written notice of a continuing event of default with
respect to a series of our debt securities that you hold;
(2) holders of at least 25% of the aggregate principal amount of that series
make a request, in writing, and offer reasonable indemnity, to the trustee
for the trustee to institute the requested proceeding;
(3) the trustee does not receive direction contrary to your request within 60
days following your written notice from holders of a majority in aggregate
principal amount of that series; and
(4) the trustee does not institute the proceeding you request within 60 days
following your written notice.
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 certain 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 to defease and be discharged from, subject to certain limitations, all of
our obligations with respect to those debt securities ("defeasance"); or
o to be released from our obligations to comply with certain covenants
relating to those debt securities as described in the applicable
prospectus supplement, which may include obligations concerning
subordination of our subordinated debt securities ("covenant defeasance").
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.
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. In addition, we would be required to
deliver a legal opinion to the trustee to the effect that you will not
recognize additional income, gain or loss for federal income tax purposes as a
result of the defeasance or covenant defeasance.
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) or 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; or
o to reduce the percentage of the principal amount of our outstanding debt
securities required for modification to or amendment of the 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 certain specified covenants.
COVENANTS
Our current indentures contain certain 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 corporation assumes the outstanding debt of Raytheon Company
issued under such indentures.
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.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Our current indentures prohibit us from consolidating with or merging into
another business, or transferring or leasing substantially all of our assets,
unless the business is a domestic company and it expressly assumes our
obligations with respect to our debt securities by executing a supplemental
indenture.
CONVERSION OR EXCHANGE RIGHTS
If any series of 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);
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.
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 all 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
Raytheon Company 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 certain
jurisdictions may require that purchasers of our securities receive physical
certificates, which may impair your ability to transfer your 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 you own beneficial interests in a global
security, you will not be entitled to have our debt securities registered in
your own name, and you will not be entitled to receive a certificate
representing your ownership. ACCORDINGLY, IF YOU OWN A BENEFICIAL INTEREST IN A
GLOBAL SECURITY, YOU MUST RELY ON THE DEPOSITARY (AND IF APPLICABLE, THE
PARTICIPATING INSTITUTION OF WHICH YOU ARE 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.
Generally, a global security may be exchanged for certificated debt
securities only in the following instances:
(1) 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;
(2) we determine in our sole discretion that we will permit global securities
to be exchanged for certificated debt securities; or
(3) 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
Depositary Trust Company ("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 certain 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 Securities and Exchange Commission.
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 need to 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.
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 Raytheon Company, 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.
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.
DESCRIPTION OF OUR PREFERRED STOCK
This section describes the general terms and provisions of our preferred
stock. The applicable prospectus supplement will describe the specific terms of
the shares of preferred stock offered through that prospectus supplement as
well as any general terms described in this section that will not apply to
those shares of preferred stock. 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. YOU SHOULD REFER TO THE APPLICABLE CERTIFICATE OF DESIGNATION
AS WELL AS OUR RESTATED CERTIFICATE OF INCORPORATION BEFORE DECIDING TO BUY
SHARES OF OUR PREFERRED STOCK AS DESCRIBED IN THE APPLICABLE PROSPECTUS
SUPPLEMENT.
Our authorized capital stock consists of 1,650,000,000 shares of stock,
including:
o 1,450,000,000 shares of common stock, $0.01 par value per share, comprised
of:
o 450,000,000 shares of Class A common stock, and
o 1,000,000,000 shares of Class B common stock.
o 200,000,000 shares of preferred stock, $0.01 par value per share,
including:
o 4,000,000 shares of Series A Junior Participating preferred stock,
$0.01 par value per share.
Our Board has been authorized, subject to certain limitations provided in our
charter, 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 of Directors
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 you for each share you own if Raytheon Company is
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.
You will have no preemptive rights with respect to your shares. In
addition, your rights with respect to your shares of 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 State Street Bank and Trust Company of Boston,
Massachusetts as the registrar and transfer agent of any series of our
preferred stock.
HUGHES SEPARATION AGREEMENT
On December 17, 1997, Raytheon Company acquired, through a merger, Hughes
Defense, which it now conducts through Raytheon Systems Company. As part of the
merger, we agreed under the Hughes Spin-Off Separation Agreement not to take
certain actions until December 18, 1999 unless General Motors Corporation
determines in good faith that such actions would not jeopardize the tax-free
status of the spin-off of Hughes Defense and its merger with Raytheon Company.
These actions generally include:
o entering into or permitting to occur, including through the redemption of
our stockholder rights plan, a transaction in which a person or related
persons acquire either (1) 15% of the value of the outstanding capital
stock of Raytheon Company, or (2) all or a substantial portion of the
assets of Raytheon Company in exchange for stock of such person or persons
that is received by Raytheon Company stockholders; and
o the issuance of any shares of a class or series of our capital stock
eligible to vote generally in the election of our directors, or options or
warrants to acquire such stock, other than Class B common stock.
A copy of the Hughes Spin-Off Separation Agreement has been filed with the
SEC as an exhibit to the registration statement of which this prospectus is a
part.
DESCRIPTION OF OUR CLASS B COMMON STOCK
We are authorized to issue up to 1,450,000,000 shares of common stock,
consisting of 450,000,000 shares of our Class A common stock, $0.01 par value
per share, and 1,000,000,000 shares of our Class B common stock, $0.01 par
value per share.
This section describes the general terms of our Class B common stock. FOR
MORE DETAILED INFORMATION, YOU SHOULD REFER TO OUR RESTATED CERTIFICATE OF
INCORPORATION AND OUR AMENDED AND RESTATED BY-LAWS, COPIES OF WHICH HAVE BEEN
FILED WITH THE SEC. These documents are also incorporated by reference into
this prospectus.
In addition, we entered into an agreement with General Motors Corporation
that limits our ability to take actions that affect our common stock. Please
refer the description of the Hughes Spin-Off Separation Agreement in the
section of this prospectus captioned "Description of Our Preferred Stock".
Generally, holders of our Class A common stock and Class B common stock
are entitled to one vote per share and the approval of corporate actions
requires the approval of both classes, voting separately, as well as approval
of the holders of any series of our preferred stock that may be entitled to
vote for the action. The election or removal of our directors is subject to
separate rules.
For the election or removal of our directors, our common stockholders vote
as a single class, and are entitled to vote as follows:
CLASS B: Holders of our Class B common stock will be entitled to one vote
per share, and the voting power of the entire class will be equal to
19.9% of the total voting power of all classes of our common stock.
CLASS A: Holders of our Class A common stock will be entitled to the number
of votes per share as will cause the Class A common stock to have
80.1% of the total voting power of all classes of our common 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 charter or the law require 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 charter. If a dividend is
declared, it will be distributed pro rata to our Class A and Class B
stockholders, unless it is a dividend in kind. We are permitted to distribute
Class A common stock to Class A stockholders and Class B common stock to Class
B stockholders but only if the ratio of shares outstanding of the two classes
remains unchanged. In addition, in the case of any stock split, subdivision,
combination or reclassification of either class, the other class will be
adjusted accordingly so that the ratio of shares outstanding of the two classes
remains unchanged.
If Raytheon Company is 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 of either class 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 allocated to our
common stockholders will be distributed pro rata to holders of our Class A and
Class B 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 Class A common stock and Class B common stock identically.
You will not have any preemptive, subscription or conversion rights with
respect to shares of our common stock that you own. We may issue additional
shares of our common stock, if authorized by our Board of Directors, without
your approval - unless required by 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.
Other than as described above, the rights of our Class A common
stockholders and Class B common stockholders are the same, and we will not
discriminate with respect to one class over the other.
PROVISIONS OF OUR RESTATED CERTIFICATE OF INCORPORATION AND AMENDED AND RESTATED
BY-LAWS
ADVANCE NOTICE OF NOMINATIONS. Our 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 providing for certain 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 thirty 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
thirty 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 of
Directors, 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 ten 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 by-laws for more information.
For our 2000 annual stockholders meeting, the first anniversary of the previous
year's meeting will be April 28, 2000.
CLASSIFICATION OF DIRECTORS. Our charter provides that, except as required
by any series of preferred stock or specific provisions of the charter, the
number of our directors, which must be at least equal to three, may be fixed
from time to time by a resolution adopted by a majority of our Board. 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, except that the terms of the initial
three classes were set to expire in 1998, 1999 and 2000, respectively. A
director may be removed only for cause by the vote of our common stockholders,
voting together as a single class in accordance with their respective
percentages of total voting power, and subject to the rights of any series of
preferred stock outstanding.
NO ACTION BY WRITTEN CONSENT; SPECIAL MEETING. Our charter provides that
stockholders may not act by written consent in lieu of a special meeting.
Special meetings of the stockholders may only be called by our Chairman of the
Board or by our Board of Directors pursuant to a resolution that indicates the
purpose of the meeting, which is approved by a majority 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 by-laws, if we call a special meeting to elect directors
to the Board of Directors, 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 thirty days later, or, if later, the 10th
day after our public announcement of the meeting.
LIMITATION ON DIRECTORS' LIABILITY. Our charter provides, as authorized by
law, that our directors will not be personally liable to Raytheon Company or
our stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent limited by the Delaware General Corporate Law.
The effect of this charter 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 Raytheon
Company and our stockholders.
STOCKHOLDER RIGHTS PLAN
When Raytheon Company merged with Hughes Defense in 1997, the Board of
Directors adopted a stockholder rights plan. Each share of Class B common stock
issued hereunder will be issued together with one right under the stockholder
rights plan. THE FOLLOWING DESCRIPTION, WHICH SUMMARIZES THE MATERIAL
PROVISIONS OF THE STOCKHOLDER RIGHTS PLAN, IS NOT COMPLETE AND YOU SHOULD REFER
TO THE RIGHTS AGREEMENT, DATED AS OF DECEMBER 15, 1997, BY AND BETWEEN RAYTHEON
AND STATE STREET BANK AND TRUST COMPANY, AS RIGHTS AGENT, FOR A MORE DETAILED
DESCRIPTION. A copy of the Rights Agreement is filed as an exhibit to the
registration statement of which this prospectus is a part.
The rights trade automatically with shares of our common stock and become
exercisable only under certain 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
acquirers to negotiate with our Board of Directors before attempting a takeover
and to provide the Board of Directors with leverage in negotiating the terms of
any proposed takeover on behalf of all stockholders. The rights may have
certain anti-takeover effects. Subject to the terms of the Hughes Spin-Off
Separation Agreement, the rights should not, however, interfere with any merger
or other business combination that the Board of Directors approves.
The rights do not become exercisable until certain 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. Before a triggering event occurs, each
right will entitle you to purchase from us one one-hundredth of a share of our
Series A Junior Participating preferred stock for $250, subject to adjustment.
The rights are triggered by either of the following occurrences:
o 10 days after the public announcement that an individual or group (the
"acquirer") has acquired 15% or more of our Class A common stock, Class B
common stock, or the total voting power in the election of our directors;
or
o 10 business days (or later if the Board of Directors elects) after the
commencement or announcement by an individual or group (the "acquirer") of
an intention to make a tender offer or exchange offer that would result in
the acquisition of 15% or more of our Class A common stock, Class B common
stock, or the total voting power in the election of our directors.
If the rights are triggered, each holder of a right other than the
acquirer, whose rights will automatically become void, will thereafter have the
right to purchase shares of Class B common stock at a 50% discount to market
price. If Raytheon Company is 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. However the Board of
Directors will have the option, before the acquirer obtains 50% or more of our
outstanding shares of common stock, to exchange rights of holders, other than
the acquirer, for shares of our Series A Junior Participating preferred stock,
at a rate of 100 rights per share, subject to adjustment.
Subject to the terms of the Hughes Spin-Off Separation Agreement, we may
redeem the rights at any time before they are triggered at a price of $0.01 per
right. Our Board of Directors 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 certain
transactions between a Delaware corporation, such as Raytheon Company, 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 prohibits certain 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 certain
transactions that would increase the interested stockholder's proportionate
share ownership in the corporation.
This prohibition is effective unless:
o The business combination is approved by the corporation's board of
directors prior to the time the interested stockholder becomes an
interested stockholder;
o The interested stockholder acquired at least 85% of the voting stock
of the corporation (other than stock held by directors who are also
officers or by certain employee stock plans) in the transaction in
which it becomes an interested stockholder; or
o The business combination is approved by a majority of the board of
directors 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 stockholders prior to the corporation becoming subject to
Section 203.
STOCK EXCHANGE LISTING
Both our Class A common stock and Class B common stock are listed on the
New York Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange.
The trading symbols for our Class A common stock and Class B common stock on
these exchanges are "RTNa" and "RTNb", respectively.
TRANSFER AGENT
State Street Bank and Trust Company is the Transfer Agent for our common
stock and the Rights Agent for the rights.
DESCRIPTION OF OUR SECURITIES WARRANTS
This section describes the general terms and provisions of our securities
warrants. The applicable prospectus supplement will describe the specific terms
of the securities warrants offered through that prospectus supplement as well
as any general terms described in this section that will not apply to those
securities warrants.
We may issue securities warrants for the purchase of our debt securities,
preferred stock, or Class B common 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 securities warrants will be issued under a
separate warrant agreement that we will enter into with State Street Bank and
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
an agent of Raytheon Company in connection with the securities warrants and
will not assume any obligation, or agency or trust relationship, with you. The
forms of securities warrant agreements, including the forms of warrant
certificates, are filed as exhibits to the registration statement of which this
prospectus is a part. THE FOLLOWING SUMMARY OF CERTAIN PROVISIONS OF THE
SECURITIES WARRANT AGREEMENTS IS NOT COMPLETE. YOU SHOULD REFER TO THE
PROVISIONS OF THE SECURITIES WARRANT AGREEMENTS FOR MORE SPECIFIC INFORMATION.
The prospectus supplement relating to a particular issue of securities
warrants will describe the terms of those securities warrants, including (where
applicable):
o the exercise price for our debt securities, the amount of debt securities
you will receive upon exercise, and a description of that series of debt
securities;
o the exercise price for shares of our preferred stock, the number of shares
of preferred stock you will receive upon exercise, and a description of
that series of our preferred stock;
o the exercise price for shares of our Class B common stock and the number
of shares of Class B common stock you will receive upon exercise;
o the expiration date;
o U.S. federal income tax consequences; and
o any other terms of the securities warrants.
After your warrants expire they will become void. The prospectus
supplement will describe how you may exercise your securities warrants. You
must exercise warrants for our preferred stock or Class B common stock through
payment in U.S. dollars. All securities warrants will be issued in registered
form. The prospectus supplement may provide for the adjustment of the exercise
price of the securities warrants in certain circumstances.
Until you exercise your warrants to purchase our debt securities,
preferred stock, or Class B common stock, you will not have any rights as a
holder of our debt securities, preferred stock, or Class B common stock by
virtue of your ownership of warrants.
PLAN OF DISTRIBUTION
We may sell our securities domestically or abroad, through underwriters,
dealers or agents, or directly, or through any combination of those methods.
The applicable prospectus supplement will describe the terms of the offering
that it applies to, including the names of any underwriters, dealers or agents,
the purchase price for our securities, and the proceeds we expect to receive.
It will also include any delayed delivery arrangements, any underwriting
discounts and other items constituting underwriters' compensation, the initial
public offering price, any discounts or concessions allowed or re-allowed or
paid to dealers, and a list of any securities exchanges on which the securities
offered may be listed.
If we use underwriters in any sale, our securities will be purchased by
the underwriters or dealers for their own account and may be resold 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. Our securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more firms acting as underwriters. The underwriters with respect to a
particular underwritten offering will be named in the applicable prospectus
supplement relating to that offering. If an underwriting syndicate is used, the
managing underwriter or underwriters will be disclosed on the cover of the
applicable prospectus supplement. Generally, the obligations of the
underwriters or agents to purchase the securities that we offer will be subject
to conditions precedent, and the underwriters will have to purchase all of the
offered securities if any are purchased. The initial public offering price and
any discounts or concessions allowed or re-allowed or paid to dealers may be
changed from time to time.
If we use dealers to sell our securities, we will sell our securities to
the dealers as principals. The dealers may then resell our securities to the
public at varying prices that they determine at the time of resale. We will
disclose the names of the dealers and the terms of the transaction in the
applicable prospectus supplement.
We may sell the securities through agents that we designate from time to
time at fixed prices that may be changed, or at varying prices determined at
the time of sale. We will name any agent involved in the offer or sale of our
securities and specify any commissions that we will pay them. Unless otherwise
specified in the applicable prospectus supplement, any agent will be acting on
a best efforts basis for the period of its appointment.
Underwriters or agents may be paid by us or by purchasers of our
securities for whom they act as agents in the form of discounts, concessions or
commissions. Underwriters, agents and dealers participating in the distribution
of our securities may all be deemed to be underwriters, and any discounts or
commissions that they receive, as well as profit they receive on the resale of
our securities, may be deemed to be underwriting discounts or commissions under
the Securities Act of 1933.
A prospectus supplement may indicate that we will authorize agents,
underwriters or dealers to solicit from certain types of institutions offers to
purchase our securities at the public offering price set forth in the
prospectus supplement pursuant to delayed delivery contracts permitting payment
and delivery on a specified future date. The prospectus supplement will
describe conditions of any delayed delivery contracts, as well as the
commission we will pay for solicitation of these contracts.
Some or all of the securities that we offer though this prospectus may be
new issues of securities with no established trading market. Any underwriters
to whom we sell our 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, we cannot assure you
of the liquidity of, or continued trading markets for, any securities that we
offer.
In order to facilitate the offering of our securities, any underwriters or
agents involved in the offering may engage in transactions that stabilize,
maintain or otherwise affect the price of our securities (or other securities
that affect payments on our securities). Specifically, the underwriters or
agents may overallot in connection with the offering, creating a short position
for their own account. In addition, to cover overallotments or to stabilize the
price of our securities (or other securities that affect payments on our
securities), the underwriters or agents may bid for and purchase the securities
in the open market. In any offering of our securities through a syndicate of
underwriters, the underwriting syndicate may reclaim selling concessions
allowed to an underwriter or dealer for distributing our securities if the
syndicate repurchases previously distributed securities in transactions to
cover syndicate short positions, in stabilizing transactions or otherwise. Any
of these activities may stabilize or maintain the market price of our
securities above independent market levels. The underwriters or agents are not
required to engage in these activities, and may end any of these activities at
any time.
Agents, dealers and underwriters may be entitled to be indemnified by us
against certain civil liabilities, including liabilities under the Securities
Act of 1933, or to contribution with respect to payments that they may be
required to make.
Any underwriters, dealers or agents that we use, as well as their
affiliates, may be customers of Raytheon Company, or may engage in transactions
with us or perform services for us in the ordinary course of business.
LEGAL MATTERS
Thomas D. Hyde, Esq., the Senior Vice President, General Counsel and
Secretary of Raytheon Company will pass upon the validity of our securities. As
of the date of this prospectus, Thomas D. Hyde, Esq. holds 14,714 shares of
Class B Common Stock and options to acquire an additional 160,018 shares of
Class B Common Stock.
EXPERTS
Our consolidated balance sheets as of December 31, 1998 and 1997 and the
related statements of income, stockholders' equity and cash flows for each of
the three years in the period ended December 31, 1998 and the related financial
statement schedule, incorporated by reference in the registration statement of
which this prospectus is a part, have been incorporated into such registration
statement in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
========================================================= =====================
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED
TO PROVIDE ANY INFORMATION OR TO REPRESENT ANYTHING
NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY
ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS.
THIS PROSPECTUS IS AN OFFER TO SELL ONLY THE SECURITIES
OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES AND IN
JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS CURRENT $3,000,000,000
ONLY AS OF ITS DATE.
------------------- RAYTHEON
COMPANY
TABLE OF CONTENTS DEBT SECURITIES
PREFERRED STOCK
About this Prospectus.......................3 CLASS B COMMON STOCK
Available Information.......................3 WARRANTS
Disclosure Regarding Forward-Looking
Statements..............................4
Raytheon Company............................5
Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends...........6 ----------
Use of Proceeds.............................6 Prospectus
Description of Our Securities...............6 ----------
Description of Our Debt Securities..........7
Description of Our Preferred Stock..........14
Description of Our Class B Common Stock.....16
Description of Our Securities Warrants......19 _________, 1999
Plan of Distribution........................20
Legal Matters...............................21
Experts.....................................21
========================================================= =====================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the issuance and distribution of
the securities being registered, other than underwriting compensation, are:
S.E.C. Registration Fee $ 834,000
Legal Fees and Expenses $ 100,000
Accounting Fees and Expenses $ 30,000
Trustee's Fees and Expenses $ 20,000
Rating Agency Fees $ 160,000
Blue Sky Fees and Expenses $ 2,000
Printing and Engraving Fees $ 90,000
Miscellaneous $ 14,000
------------
$ 1,250,000
============
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
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 of 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
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 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 the 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 DGCL.
ITEM 16. EXHIBITS.
*2.1 Agreement and Plan of Merger dated as of January 16, 1997 by and
between Raytheon Company and HE Holdings, Inc., filed as an exhibit
to Raytheon Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 17, 1997, is hereby
incorporated by reference.
*2.2 Hughes Spin-Off Separation Agreement dated as of December 17, 1997 by
and between HE Holdings, Inc. and General Motors Corporation filed as
an exhibit to Raytheon Company's Registration Statement on Form S-3,
File No. 333-44321, is hereby incorporated by reference.
*4.1 Raytheon Company Restated Certificate of Incorporation, restated as
of February 11, 1998 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.
*4.2 Raytheon Company Amended and Restated By-Laws, as amended through
January 28, 1998 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.
*4.3 Indenture relating to Senior Debt Securities dated as of July 3, 1995
between Raytheon Company and The Bank of New York, as Trustee, filed
as an exhibit to Raytheon Company's Registration Statement on Form
S-3, File No. 33-59241, is hereby incorporated by reference.
*4.4 Indenture relating to Subordinated Debt Securities dated as of July
3, 1995 between Raytheon Company and The Bank of New York, as
Trustee, filed as an exhibit to Raytheon Company's Registration
Statement on Form S-3, File No. 33-59241, is hereby incorporated by
reference.
*4.5 Form of Senior Debt Securities (See Exhibit 4.3).
*4.6 Form of Subordinated Debt Securities (See Exhibit 4.4).
*4.7 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.
5.1 Opinion of Thomas D. Hyde, Esq., Senior Vice President, General
Counsel and Secretary of Raytheon Company.
12.1 Statement regarding Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends.
23.1 Consent of Thomas D. Hyde, Esq. (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney (filed herewith -- see signature pages)
**25 Form T-1 Statement of Eligibility of the Senior Debt Trustee and the
Subordinated Debt Trustee
- ----------
* 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, and incorporated
herein by reference.
ITEM 17. UNDERTAKINGS.
(A) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(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,
represents a fundamental change in the information set forth in the
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 Commission
pursuant to Rule 424(b) 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.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the 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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant'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 the 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 registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant will, unless in
the opinion of its 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 23rd day of June, 1999.
RAYTHEON COMPANY
By: /s/ Thomas D. Hyde
------------------------------------
Thomas D. Hyde
Senior Vice President, General
Counsel and Secretary for the
Registrant
We, the undersigned officers and Directors of Raytheon Company, hereby
severally constitute and appoint Franklyn A. Caine, Richard A. Goglia and
Thomas D. Hyde and each of them singly, our true and lawful attorney with full
power to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-3 filed herewith and any and all pre-effective
and post-effective amendments to said Registration Statement, and generally to
do all such things in our names and on our behalf in our capacities as Officers
and Directors to enable Raytheon Company to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signature as then may be signed
by our said attorneys or any of them, to said Registration Statement and any
and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on June 23, 1999 by the following
persons in the capacities indicated.
SIGNATURE CAPACITY
/s/ DANIEL P. BURNHAM President and Chief Executive Officer
- ---------------------------------- and Director (Principal Executive
DANIEL P. BURNHAM Officer)
/s/ DENNIS J. PICARD Chairman of the Board of Directors
- ---------------------------------- and Director
DENNIS J. PICARD
/s/ FRANKLYN A. CAINE Senior Vice President and Chief Financial
- ---------------------------------- Officer
FRANKLYN A. CAINE (Principal Financial Officer)
/s/ MICHELE C. HEID Vice President and Corporate Controller
- ---------------------------------- (Principal Accounting Officer)
MICHELE C. HEID
/s/ BARBARA BARRETT Director
- ----------------------------------
BARBARA BARRETT
SIGNATURE CAPACITY
/s/ FERDINAND COLLOREDO-MANSFELD Director
- ----------------------------------
FERDINAND COLLOREDO-MANSFELD
Director
- ----------------------------------
JOHN M. DEUTCH
/s/ THOMAS E. EVERHART Director
- ----------------------------------
THOMAS E. EVERHART
/s/ JOHN R. GALVIN Director
- ----------------------------------
JOHN R. GALVIN
/s/ L. DENNIS KOZLOWSKI Director
- ----------------------------------
L. DENNIS KOZLOWSKI
/s/ JAMES N. LAND, JR. Director
- ----------------------------------
JAMES N. LAND, JR.
/s/ HENRIQUE DE CAMPOS MEIRELLES Director
- ----------------------------------
HENRIQUE DE CAMPOS MEIRELLES
/s/ THOMAS L. PHILLIPS Director
- ----------------------------------
THOMAS L. PHILLIPS
/s/ WARREN B. RUDMAN Director
- ----------------------------------
WARREN B. RUDMAN
/s/ ALFRED M. ZEIEN Director
- ----------------------------------
ALFRED M. ZEIEN
EXHIBIT 5.1
[RAYTHEON COMPANY LETTERHEAD]
July 9, 1999
Raytheon Company
141 Spring Street
Lexington, MA 02421
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of Raytheon
Company, a Delaware Corporation (the "Company"), and am rendering this opinion
in connection with a registration statement on Form S-3 (the "Registration
Statement") of the Company being filed today with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to $3,000,000,000 aggregate initial offering
price of the following securities of the Company (the "Registered Securities"):
(i) unsecured senior debt securities (the "Senior Debt Securities"), (ii)
unsecured subordinated debt securities (the "Subordinated Debt Securities" and
collectively with the Senior Debt Securities, the "Debt Securities"), (iii)
warrants to purchase Debt Securities (the "Debt Warrants"), (iv) shares of
preferred stock, $0.01 par value per share (the "Preferred Stock"), (v)
warrants to purchase shares of Preferred Stock (the "Preferred Stock
Warrants"), (vi) shares of Class B common stock, $0.01 par value per share (the
"Class B Common Stock"), and (vii) warrants to purchase shares of Class B
Common Stock (the "Class B Warrants", and collectively with the Debt Warrants
and the Preferred Stock Warrants, the "Warrants"), for issuance from time to
time pursuant to Rule 415 under the Securities Act.
As Senior Vice President, General Counsel and Secretary of the Company, I
have examined and am familiar with the Restated Certificate of Incorporation of
the Company, as amended to date. I am also familiar with the corporate
proceedings taken by the Board of Directors of the Company to authorize the
filing of the Registration Statement and the issuance of the Registered
Securities.
In connection with the foregoing, I have examined originals, or copies
certified or otherwise identified to my satisfaction, of such documents,
corporate records and other instruments as I have deemed necessary or
appropriate for the purpose of this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Debt Securities registered under the Registration Statement, when
duly authorized, executed, authenticated and delivered against payment therefor
or upon the exercise of Debt Warrants, and (in the case of Debt Securities
acquired upon the exercise of Debt Warrants) when the Company shall have
received any additional consideration which is payable upon such exercise, will
be validly issued and will constitute binding obligations of the Company in
accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other laws affecting
creditors' rights generally from time to time in effect.
2. The shares of Preferred Stock registered under the Registration
Statement, when duly authorized and issued against payment therefor, or upon
exercise of Preferred Stock Warrants, and (in the case of Preferred Stock
acquired on the exercise of Preferred Stock Warrants) when the Company shall
have received any additional consideration which is payable upon such exercise,
will be validly issued, fully paid and nonassessable.
3. The shares of Class B Common Stock registered under the Registration
Statement, when duly authorized and issued for consideration having a value not
less than the par value thereof, or upon the exercise of Class B Warrants, and
when (in the case of Class B Common Stock issued upon the exercise of Class B
Warrants) the Company shall have received any additional consideration which is
payable upon such exercise, will be validly issued, fully paid and
nonassessable.
4. The Warrants registered under the Registration Statement, when duly
executed and delivered against payment therefor, pursuant to a warrant
agreement or agreements duly authorized, executed and delivered by the Company
and a warrant agent, will be legally issued.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Legal
Matters" in the Prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Thomas D. Hyde
Thomas D. Hyde
Senior Vice President, General Counsel and Secretary
Exhibit 12.1
RAYTHEON COMPANY AND SUBSIDIARIES
STATEMENTS RE: COMPUTATION OF
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
(DOLLAR AMOUNTS IN MILLIONS)
FISCAL QUARTER FISCAL YEAR
ENDED MAR.31 ENDED
1998 1999 1994 1995 1996 1997 1998
Income before taxes per statements of income.... 397 358 900 1,192 1,083 790 1,467
Add:
Portion of rents representative of interest
factor...................................... 23 37 32 41 45 50 113
Interest on indebtedness...................... 171 177 49 197 256 397 739
----- ----- ----- ----- ----- ----- -----
Income as adjusted.......................... 591 572 981 1,430 1,385 1,237 2,319
===== ===== ===== ===== ===== ===== =====
Fixed charges:
Portion of rents representative of interest
factor...................................... 23 37 32 41 45 50 113
Interest on indebtedness...................... 171 177 49 197 256 397 739
Capitalized interest.......................... 1 1 1 1 3 4 2
----- ----- ----- ----- ----- ----- -----
Fixed charges............................... 195 215 82 239 304 451 854
===== ===== ===== ===== ===== ===== =====
Preferred Stock:
Preferred Stock Dividends..................... 0 0 0 0 0 0 0
===== ===== ===== ===== ===== ===== =====
Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends..................... 3.0 2.7 12.0 6.0 4.6 2.7 2.7
===== ===== ===== ===== ===== ===== =====
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 26, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders,
which is incorporated by reference in Raytheon Company's Annual Report on Form
10-K for the year ended December 31, 1998. We also consent to the incorporation
by reference of our report dated January 26, 1999 relating to the financial
statement schedule, which appears in such Annual Report on Form 10-K. We also
consent to the references to us under the headings "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
July 8, 1999