| As filed with the Securities and Exchange Commission on January 23, 2004 |
| Post-Effective Amendment No. 3 to Registration No. 333-82529 |
| Post-Effective Amendment No. 2 to Registration No. 333-58474 |
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
| RAYTHEON | Delaware | 95-1778500 |
| RC TRUST I | Delaware | 01-6198615 |
| RC TRUST II | Delaware | 04-6968193 |
| (Exact Name of Registrant as Specified in Its Charter) | (State or Other Jurisdiction
of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
| 870 Winter Street | ||
| Waltham, Massachusetts 02451 | ||
| (781) 522-3000 | ||
| (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) | ||
Jay B. Stephens
Senior Vice President and
General Counsel
Raytheon Company
870 Winter Street
Waltham, Massachusetts 02451
(781) 522-3000
(Name, Address, Including Zip
Code, and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Jeffrey
Small
John M. Brandow
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.o
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. o
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. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
EXPLANATORY NOTE
Pursuant to Section 512(a)(iii) of Regulation S-K, this Post-Effective Amendment No. 3 to the Registration Statement No. 333-82529 and Post-Effective Amendment No. 2 to Registration Statement No. 333-58474 amends the “Plan of Distribution” section in the Prospectus, dated as of April 6, 2001, by inserting the paragraph labeled “Remarketing” immediately following the paragraph with the heading “Delayed Delivery Contracts.”
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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 April 6, 2001
Prospectus
$3,000,000,000
RAYTHEON COMPANY
Debt Securities
Preferred Stock
Class A Common Stock*
Class B Common Stock*
Stock Purchase Contracts
Stock Purchase Units
Warrants
Guarantees
RC Trust I
RC Trust II
Trust Preferred Securities
Fully and Unconditionally Guaranteed, as Described Herein, by
Raytheon Company
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We will provide the specific terms of the securities in one or more
supplements to this prospectus. You should read this prospectus and the related
prospectus supplement carefully before you invest in our securities. This
prospectus may not be used to offer and sell our securities unless 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.
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* Includes shares of a new class of common stock, $.01 par value, of Raytheon
Company, into which Class A and Class B Common Stock will be reclassified if
such reclassification is approved by the stockholders of Raytheon Company at
the 2001 Annual Meeting of Stockholders, as further described herein.
THE TRUSTS
RC Trust I and RC Trust II are subsidiaries of Raytheon Company. They exist
for the purpose of issuing trust preferred securities.
THE OFFERING
TRUST PREFERRED SECURITIES
The trusts may offer from time to time trust preferred securities
representing undivided beneficial interests in the assets of the issuing trust.
The trusts will use the proceeds from the sale of their trust preferred
securities to purchase Raytheon's debt securities.
DEBT SECURITIES
Raytheon may issue from time to time its debt securities to the trusts.
These debt securities may be distributed to holders of the trust preferred
securities if and when a trust is dissolved. The debt securities may be
convertible into shares of Raytheon's common stock. The debt securities will be
unsecured, and can be either pari passu with or subordinate and junior in right
of payment to Raytheon's senior debt. We will indicate the type of debt
securities to be issued in a prospectus supplement.
GUARANTEE
Raytheon will guarantee the trusts' payment obligations on the trust
preferred securities as described in this prospectus and the prospectus
supplement. We will provide the specific terms of the guarantee in a prospectus
supplement.
STOCK PURCHASE CONTRACTS
Raytheon may issue stock purchase contracts obligating holders to purchase
from Raytheon a specified number of shares of common stock in the future. The
stock purchase contracts may be issued separately or as a part of stock purchase
units consisting of a stock purchase contract and debt securities, trust
preferred securities or debt obligations of third parties, including U.S.
treasury securities, securing the holders' obligations to purchase common stock
under the stock purchase contracts. We will provide the specific terms of the
stock purchase contracts and stock purchase units in a prospectus supplement.
Shares of our Class A and Class B common stock are listed for trading on
the New York Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange
under the symbols "RTNa" and "RTNb", respectively. On April 4, 2001, the last
reported sale prices of our Class A and Class B common stock on the New York
Stock Exchange were $30.75 and $31.03, respectively.
_______________________
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.
The date of this Prospectus is April 6, 2001.
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TABLE OF CONTENTS
Page
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ABOUT THIS PROSPECTUS........................................................................................ 1
SUMMARY INFORMATION -- Q&A................................................................................... 2
What are the trust preferred securities?.............................................................. 2
Who are the trusts?................................................................................... 2
When will you receive distributions on the trust preferred securities?................................ 2
When will payment of your distributions be deferred?.................................................. 3
What is Raytheon's guarantee of the trust preferred securities?....................................... 3
When could the debt securities be distributed to you?................................................. 3
Will the trust preferred securities be listed on a stock exchange?.................................... 3
Will holders of the trust preferred securities have any voting rights?................................ 4
What are the stock purchase contracts?................................................................ 3
What are the stock purchase units?.................................................................... 4
RAYTHEON COMPANY............................................................................................. 4
Electronic Systems.................................................................................... 4
Command, Control, Communication and Information Systems............................................... 5
Aircraft Integration Systems.......................................................................... 5
Raytheon Technical Services Company................................................................... 5
Commercial Electronics................................................................................ 5
Aircraft.............................................................................................. 6
THE TRUSTS................................................................................................... 6
RISK FACTORS................................................................................................. 7
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS.............................................................. 7
USE OF PROCEEDS.............................................................................................. 8
ACCOUNTING TREATMENT RELATING TO TRUST SECURITIES............................................................ 8
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS.................................... 8
DESCRIPTION OF THE TRUST PREFERRED SECURITIES................................................................ 9
DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEE...................................................... 10
Covenants of Raytheon................................................................................. 11
Amendments and Assignment............................................................................. 13
Termination of the Guarantee.......................................................................... 13
Status of the Guarantee............................................................................... 13
Periodic Reports Under Guarantee...................................................................... 14
Duties of Guarantee Trustee........................................................................... 14
Governing Law......................................................................................... 14
DESCRIPTION OF OUR DEBT SECURITIES........................................................................... 14
Subordination of Subordinated Debt Securities......................................................... 16
Subsequent Distribution to Holders of Trust Securities................................................ 17
Events of Default..................................................................................... 17
Defeasance and Covenant Defeasance.................................................................... 19
Modification and Waiver............................................................................... 20
Covenants............................................................................................. 21
Consolidation, Merger and Sale of Assets.............................................................. 21
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Conversion or Exchange Rights......................................................................... 21
Global Securities..................................................................................... 21
Our Debt Trustee...................................................................................... 25
RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES, THE DEBT SECURITIES AND THE GUARANTEE..................... 25
Sufficiency of Payments............................................................................... 25
Enforcement Rights of Holders of Preferred Securities................................................. 26
Limited Purpose of Trust.............................................................................. 26
Rights Upon Dissolution............................................................................... 26
DESCRIPTION OF THE STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS......................................... 27
DESCRIPTION OF OUR PREFERRED STOCK........................................................................... 27
DESCRIPTION OF OUR CLASS A AND CLASS B COMMON STOCK.......................................................... 28
Hughes Separation Agreement........................................................................... 30
Reverse/Forward Stock Split........................................................................... 31
Reclassification of Our Existing Two Classes of Common Stock into a Single New Class of Common Stock.. 32
Comparison of Class A Common Stock, Class B Common Stock and New Common Stock......................... 32
Provisions of our Restated Certificate of Incorporation and Amended and Restated By-Laws.............. 32
Stockholder Rights Plan............................................................................... 34
Section 203 of the Delaware General Corporation Law................................................... 36
Stock Exchange Listing................................................................................ 36
Transfer Agent........................................................................................ 36
DESCRIPTION OF OUR SECURITIES WARRANTS....................................................................... 36
PLAN OF DISTRIBUTION......................................................................................... 37
Sale Through Underwriters or Dealers.................................................................. 37
Direct Sales and Sales Through Agents................................................................. 39
Delayed Delivery Contracts............................................................................ 39
General Information................................................................................... 39
LEGAL MATTERS................................................................................................ 39
EXPERTS...................................................................................................... 40
WHERE YOU CAN FIND MORE INFORMATION.......................................................................... 40
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission 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 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 "Where You Can Find
Information."
You should rely only on the information contained in this prospectus and
any prospectus supplement. 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.
We have not included separate financial statements of the trusts in this
prospectus. We do not consider that such financial statements are material to
holders of the trust preferred securities because:
. each trust is a newly created special purpose entity;
. neither trust has any operating history or independent operations;
. neither trust is engaged in, nor will it engage in, any activity other
than issuing trust preferred and trust common securities, investing in
and holding Raytheon's debt securities and engaging in related
activities.
Furthermore, the combination of Raytheon's obligations under the debt
securities, the associated indentures, the declarations of trust and the
guarantees provide a full, irrevocable and unconditional guarantee of payments
of distributions and other amounts due on the trust preferred securities. In
addition, we do not expect that the trusts will file reports with the SEC under
the Securities Exchange Act of 1934.
References in this prospectus to the terms "we," "us" or "Raytheon" or
other similar terms mean Raytheon Company, unless we state otherwise or the
context indicates otherwise.
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SUMMARY INFORMATION -- Q&A
This summary provides a brief overview of the key aspects of the trusts,
the trust preferred securities, the stock purchase contracts and the stock
purchase contract units. The term "trust" refers to the RC Trust for the
specific transaction. This summary does not contain all information that is
important to you. We encourage you to read carefully this prospectus and the
prospectus supplement to understand fully the terms of the securities that are
important to you in making a decision about whether to invest.
WHAT ARE THE TRUST PREFERRED SECURITIES?
Each trust preferred security represents an undivided beneficial interest
in the assets of a trust. Each trust preferred security will entitle the holder
to receive cash distributions as described in this prospectus and the prospectus
supplement.
WHO ARE THE TRUSTS?
Each of RC Trust I and RC Trust II is a Delaware business trust. The
principal office of each trust is 141 Spring Street, Lexington, Massachusetts
02421 and the telephone number is (781) 862-6600.
Raytheon will own all common securities of each trust. Each trust will use
the proceeds from the sale of the trust preferred securities and the trust
common securities to purchase a series of Raytheon's debt securities with the
same financial terms as the trust preferred and trust common securities. The
debt securities may be subordinated debt securities or senior debt securities.
We will specify the type of debt security in a prospectus supplement. The
trusts exist only to issue the trust preferred and trust common securities,
invest in and hold Raytheon's debt securities and engage in related activities.
Initially, there will be three trustees of each trust. One of them,
referred to as the regular trustee, is an officer or employee of Raytheon. The
Bank of New York will act as the property trustee of each trust, and The Bank of
New York (Delaware) will act as the Delaware trustee of each trust.
We will provide in the prospectus supplement additional information about
the issuing trust.
WHEN WILL YOU RECEIVE DISTRIBUTIONS ON THE TRUST PREFERRED SECURITIES?
The only source of cash to make payments on the trust preferred securities
issuable by each trust will be payments on the debt securities it purchases from
Raytheon.
If you purchase trust preferred securities of a trust, you are entitled to
receive cash distributions at the rate specified in the prospectus supplement.
Unless we inform you otherwise in the prospectus supplement, distributions will
accumulate from the date the trust issues the trust preferred securities and
will be paid in arrears on the dates we specify in the prospectus supplement.
We may, however, defer distributions as described below.
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WHEN WILL PAYMENT OF YOUR DISTRIBUTIONS BE DEFERRED?
If Raytheon defers interest payments on the debt securities held by a
trust, the trust will defer distributions on the related trust preferred
securities. We will describe in the prospectus supplement any rights to defer
distributions on the trust preferred securities by extending the interest
payment period on the debt securities. We will also describe in the prospectus
supplement any limitations imposed on Raytheon's actions during any deferral
period.
WHAT IS RAYTHEON'S GUARANTEE OF THE TRUST PREFERRED SECURITIES?
Under each trust preferred securities guarantee, to the extent provided
herein, Raytheon will irrevocably and unconditionally guarantee that if it makes
a payment on the debt securities to the relevant trust but, for any reason, the
trust does not make the corresponding distribution or redemption payment to the
holders of the related trust preferred securities, then Raytheon will make the
payments directly to the holders of the trust preferred securities.
The following obligations of Raytheon taken together will provide a full
and unconditional guarantee of payments due on the trust preferred securities:
. its obligations to make payments on the debt securities;
. its obligations under the trust preferred securities guarantee and its
obligations under the amended and restated declaration of trust of the
trust, which establishes the terms of the trust.
We will provide the specific terms of the guarantee in a prospectus supplement.
WHEN COULD THE DEBT SECURITIES BE DISTRIBUTED TO YOU?
In general, unless we inform you otherwise in the prospectus supplement,
the holder of the trust common securities has the right to dissolve the trust at
any time. If the trust is dissolved, after satisfaction of the trust's
creditors, the trust may distribute debt securities on a proportionate basis to
the holders of trust preferred and trust common securities.
WILL THE TRUST PREFERRED SECURITIES BE LISTED ON A STOCK EXCHANGE?
If specified in the prospectus supplement, we will apply to list the trust
preferred securities on the New York Stock Exchange.
WILL HOLDERS OF THE TRUST PREFERRED SECURITIES HAVE ANY VOTING RIGHTS?
Generally, except as described in any prospectus supplement, the holders of
the trust preferred securities will not have any voting rights.
WHAT ARE THE STOCK PURCHASE CONTRACTS?
The stock purchase contracts are contracts obligating holders to purchase
from Raytheon, and Raytheon to sell to the holders, a specified number of shares
of Raytheon's common stock at a future date or dates. The price per share of
common stock and the number of shares of
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common stock may be fixed at the time the stock purchase contracts are issued or
may be determined by reference to a specific formula set forth in the stock
purchase contracts.
WHAT ARE THE STOCK PURCHASE UNITS?
Each stock purchase unit consists of a stock purchase contract and debt
securities, trust preferred securities or debt obligations of third parties,
including U.S. treasury securities, which secure the holders' obligations to
purchase the common stock under the stock purchase contract.
RAYTHEON COMPANY
Raytheon Company is a global technology leader, with worldwide 2000 sales
of $16.9 billion. We provide products and services in defense electronics,
including missiles; radar; sensors and electro-optics; intelligence,
surveillance and reconnaissance; command, control, communication and information
systems; naval systems; air traffic control systems; aircraft integration
systems; and technical services. We are one of the leading providers of
business and special-mission aircraft and deliver a broad line of jet,
turboprop, and piston-powered airplanes to corporate and government customers
worldwide. We have operations throughout the United States and serve customers
in more than 70 countries around the world. Our principal executive offices are
located at 141 Spring Street, Lexington, Massachusetts 02421. Our telephone
number is (781) 862-6600.
ELECTRONIC SYSTEMS
Our electronic systems segment focuses on:
. 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.
Our electronic systems segment also specializes in radar, electronic warfare,
infrared, laser, and GPS technologies with programs focusing on land, naval,
airborne and spaceborne systems used for surveillance, reconnaissance,
targeting, navigation, commercial and scientific applications.
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COMMAND, CONTROL, COMMUNICATION AND INFORMATION SYSTEMS
Our command, control, communication and information systems segment is
involved in:
. command, control and communication systems;
. air traffic control systems;
. tactical radios;
. satellite communication ground control terminals;
. wide-area surveillance systems;
. ground-based information processing systems;
. image processing;
. large-scale information retrieval, processing and distribution systems;
and
. global broadcast systems.
AIRCRAFT INTEGRATION SYSTEMS
Our aircraft integration systems segment focuses on integration of airborne
surveillance and intelligence systems and aircraft modifications and provides
signals intelligence, air-ground surveillance, maritime surveillance, and
airborne command post systems to both U.S. Government and foreign customers.
RAYTHEON TECHNICAL SERVICES COMPANY
Through our Raytheon Technical Services Company subsidiary, we provide
technical services, training programs, and logistics and base operations support
throughout the U.S. and in 37 other countries. Raytheon Technical Services
Company performs complete engineering and depot-level cradle-to-grave support to
equipment manufactured by us and to various commercial and military customers.
COMMERCIAL ELECTRONICS
Our commercial electronics businesses produce, among other things, thin
film filters for optical communications products, gallium arsenide MMIC
components for direct broadcast satellite television receivers, gallium arsenide
power amplifiers for wireless communications products, wireless broadband
solutions, thermal imaging products, automobile radar systems, marine
electronics for the commercial and military marine market, and other electronic
components for a wide range of applications.
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AIRCRAFT
Our Raytheon Aircraft subsidiary offers a broad product line of aircraft
and aviation services in the general aviation market. Raytheon Aircraft
manufactures, markets and supports piston-powered aircraft, turboprops and
business jets for the world's commercial, regional airlines and military
aircraft markets. Our Raytheon Travel air subsidiary sells fractional shares in
aircraft and provides aircraft management and transportation services for the
owners of the shares. Raytheon Aircraft Charter and Management offers aircraft
charter and management services to the U.S. market.
THE TRUSTS
Each of the trusts is created under the Delaware Business Trust Act and
will be governed by a declaration of trust (as it may be amended and restated
from time to time) among the trustees of each trust and Raytheon. Each
declaration will be qualified under the Trust Indenture Act of 1939.
When a trust issues its trust preferred securities, you and the other
holders of the trust preferred securities will own all of the issued and
outstanding trust preferred securities of the trust. Raytheon will acquire all
of the issued and outstanding trust common securities of each trust,
representing an undivided beneficial interest in the assets of each trust of at
least 3%.
Each trust will exist primarily for the purposes of:
. issuing its trust preferred and trust common securities;
. investing the proceeds from the sale of its securities in Raytheon's debt
securities;
. engaging in only such other activities as are necessary or incidental to
issuing its securities and purchasing and holding Raytheon's debt
securities.
The number of trustees of each trust will initially be three. One of the
trustees will be an individual who is an officer or employee of Raytheon. The
second trustee will be The Bank of New York, which will serve as the property
trustee under the declaration of trust for purposes of the Trust Indenture Act
of 1939. The third trustee will be The Bank of New York (Delaware), which has
its principal place of business in the State of Delaware.
The Bank of New York, acting in its capacity as guarantee trustee, will
hold for your benefit a trust preferred securities guarantee, which will be
separately qualified under the Trust Indenture Act of 1939.
Unless otherwise provided in the applicable prospectus supplement, because
Raytheon will own all of the trust common securities of each trust, Raytheon
will have the exclusive right to appoint, remove or replace trustees and to
increase or decrease the number of trustees. In most cases, there will be at
least three trustees. The term of a trust will be described in the applicable
prospectus supplement, but may dissolve earlier as provided in the applicable
declaration of trust.
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The rights of the holders of the trust preferred securities of a trust,
including economic rights, rights to information and voting rights, and the
duties and obligations of the trustees of a trust, will be contained in and
governed by the declaration of that trust (as it may be amended and restated
from time to time), the Delaware Business Trust Act and the Trust Indenture Act
of 1939.
The address of the principal office of each trust is 141 Spring Street,
Lexington, Massachusetts 02421, and the telephone number of each trust at that
address is (781) 862-6600.
RISK FACTORS
An investment in our securities involves a high degree of risk. In
addition to the other information included in this prospectus, you should
carefully consider the risk factors in the prospectus supplement when
determining whether or not to purchase the securities offered under this
prospectus and the prospectus supplement.
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, 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 assumptions and analyses made by us in light of our
experience and our perception of historical trends, current conditions and
expected future developments, as well as other factors we believe are
appropriate in the circumstances. However, whether actual results and
developments will conform with our expectations and predictions is subject to a
number of risks and uncertainties, including without limitation the information
discussed under the caption "Risk Factors" in the prospectus supplement to be
provided with this prospectus as well as other factors which might be described
from time to time in our filings with the SEC.
Consequently, all of the forward-looking statements we make in this
prospectus and the information we are incorporating by reference into this
prospectus are qualified by these cautionary statements, and there can be no
assurance that the actual results or developments anticipated by us will be
realized or, even if substantially realized, that they will have the expected
consequences to or effects on us and our subsidiaries or our businesses or
operations. All subsequent forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by any of
those factors described above and in the documents containing such forward-
looking statements. We do not assume any obligation to release publicly any
updates or revisions to any forward-looking statement.
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USE OF PROCEEDS
Unless we inform you otherwise in the prospectus supplement, we expect to
use the net proceeds from the sale of securities for general corporate purposes.
These purposes may include, but are not limited to:
. equity investments in existing and future projects;
. acquisitions;
. working capital;
. capital expenditures;
. repayment or refinancing of debt or other corporate obligations;
. repurchases and redemptions of securities.
Pending any specific application, we may initially invest funds in short-
term marketable securities or apply them to the reduction of short-term
indebtedness.
Each trust will use all proceeds from the sale of the trust preferred
securities and the trust common securities to purchase Raytheon's debt
securities.
ACCOUNTING TREATMENT RELATING TO TRUST SECURITIES
The financial statements of any trust issuing securities will be
consolidated with our financial statements, with the trust preferred securities
shown on our consolidated financial statements as Raytheon-obligated mandatorily
redeemable preferred capital trust securities of a subsidiary trust holding
solely Raytheon debt securities. Our financial statements will include a
footnote that discloses, among other things, that the assets of the trust
consist of our debt securities and will specify the designation, principal
amount, interest rate and maturity date of the debt securities.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following table sets forth our consolidated ratio of earnings to
combined fixed charges and preferred stock dividends for the end of the fiscal
years 2000, 1999, 1998, 1997 and 1996:
Fiscal Year Ended December 31,
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2000 1999 1998 1997 1996
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2.0x 2.0x 3.1x 2.8x 4.2x
For purposes of computing the ratio of earnings to combined fixed charges
and preferred stock dividends:
. earnings consist of income from continuing operations, taxes on income
from continuing operations and fixed charges, less capitalized interest;
and
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. 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.
The ratio of earnings to combined fixed charges has declined due to higher
interest expense resulting from increased borrowings to finance our merger with
the defense business of Hughes Electronics and our acquisition of the defense
assets of Texas Instruments Incorporated.
DESCRIPTION OF THE TRUST PREFERRED SECURITIES
The terms of the trust preferred securities will include those stated in
the declaration of trust (as it may be amended and restated from time to time)
and those made a part of that declaration by the Trust Indenture Act of 1939.
For a complete description of the trust preferred securities, we encourage you
to read the prospectus supplement and the amended and restated declaration of
trust, a form of which we have filed with the SEC. Please read "Where You Can
Find More Information."
The prospectus supplement relating to trust preferred securities being
offered will include specific terms relating to the offering. These terms will
include some or all of the following:
. the designation of the trust preferred securities;
. the number of trust preferred securities issued by the trust;
. the annual distribution rate and any conditions upon which distributions
are payable, the distribution payment dates, the record dates for
distribution payments and the additional amounts, if any, that may be
payable with respect to the trust preferred securities;
. whether distributions will be cumulative and compounding and, if so, the
dates from which distributions will be cumulative or compounded;
. the amounts that will be paid out of the assets of the trust, after the
satisfaction of liabilities to creditors of the trust, to the holders of
trust preferred securities upon dissolution;
. any repurchase, redemption or exchange provisions;
. any preference or subordination rights upon a default or liquidation of
the trust;
. any voting rights of the trust preferred securities in addition to those
required by law;
. terms for any conversion or exchange of the debt securities or the trust
preferred securities into other securities;
. any rights to defer distributions on the trust preferred securities by
extending the interest payment period on the debt securities; and
. any other relevant terms, rights, preferences, privileges, limitations or
restrictions of the trust preferred securities.
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The regular trustees, on behalf of the trust and pursuant to the
declaration of trust, will issue one class of trust preferred securities and one
class of trust common securities. The trust securities will represent undivided
beneficial ownership interests in the assets of the trust.
Except as described in the applicable prospectus supplement, the trust
preferred securities will rank equally, and payments will be made thereon
proportionately, with the trust common securities. The property trustee of the
trust will hold legal title to the debt securities in trust for the benefit of
the holders of the trust securities. We will execute a guarantee agreement for
the benefit of the holders of the trust preferred securities. The guarantee
will not guarantee the payment of distributions (as defined below) or any
amounts payable on redemption or liquidation of the trust preferred securities
when the trust does not have funds on hand available to make such payments.
In the prospectus supplement we will also describe certain material United
States federal income tax consequences and special considerations applicable to
the trust preferred securities.
DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEE
Raytheon will fully and unconditionally guarantee payments on the trust
preferred securities as described in this section. The guarantee covers the
following payments:
. periodic cash distributions on the trust preferred securities out of
funds held by the property trustee of the trust;
. payments on dissolution of each trust; and
. payments on redemption of trust preferred securities of each trust.
The Bank of New York, as guarantee trustee, will hold the guarantee for the
benefit of the holders of trust preferred securities.
We have summarized selected provisions of the guarantee below. This
summary is not complete. For a complete description, we encourage you to read
the guarantee, the form of which we have filed with the SEC. Please read "Where
You Can Find More Information."
Raytheon will irrevocably and unconditionally agree to pay you in full the
following amounts to the extent not paid by the trust:
. any accumulated and unpaid distributions and any additional amounts with
respect to the trust preferred securities and any redemption price for
trust preferred securities called for redemption by the trust, if and to
the extent that Raytheon has made corresponding payments on the debt
securities to the property trustee of the trust;
. payments upon the dissolution of the trust equal to the lesser of:
. the liquidation amount plus all accumulated and unpaid distributions
and additional amounts on the trust preferred securities to the
extent the trust has funds legally available for those payments; and
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. the amount of assets of the trust remaining legally available for
distribution to the holders of trust preferred securities in
liquidation of the trust.
Raytheon will not be required to make these liquidation payments if:
. the trust distributes the debt securities to the holders of trust
preferred securities in exchange for their trust preferred securities; or
. the trust redeems the trust preferred securities in full upon the
maturity or redemption of the debt securities.
Raytheon may satisfy its obligation to make a guarantee payment either by
making payment directly to the holders of trust preferred securities or to the
guarantee trustee for remittance to the holders or by causing the applicable
trust to make the payment to them.
Each guarantee is a guarantee from the time of issuance of the applicable
series of trust preferred securities. THE GUARANTEE ONLY COVERS, HOWEVER,
DISTRIBUTIONS AND OTHER PAYMENTS ON TRUST PREFERRED SECURITIES IF AND TO THE
EXTENT THAT RAYTHEON HAS MADE CORRESPONDING PAYMENTS ON THE DEBT SECURITIES TO
THE APPLICABLE PROPERTY TRUSTEE. IF RAYTHEON DOES NOT MAKE THOSE CORRESPONDING
PAYMENTS ON THE DEBT SECURITIES, THE TRUST WILL NOT HAVE FUNDS AVAILABLE FOR
PAYMENTS AND RAYTHEON WILL HAVE NO OBLIGATION TO MAKE A GUARANTEE PAYMENT.
Raytheon's obligations under the declaration of trust for each trust, the
guarantee, the debt securities and the associated indenture taken together will
provide a full and unconditional guarantee of payments due on the trust
preferred securities. We will describe the specific terms of the guarantee in a
prospectus supplement.
COVENANTS OF RAYTHEON
In each guarantee, Raytheon will agree that, as long as any trust preferred
securities issued by the applicable trust are outstanding, Raytheon will not
make the payments and distributions described below if:
. it is in default on its guarantee payments or other payment obligations
under the related guarantee;
. any trust enforcement event under the applicable declaration of trust has
occurred and is continuing; or
. Raytheon has elected to defer payments of interest on the related debt
securities by extending the interest payment period and that deferral
period is continuing.
In these circumstances, Raytheon will agree that it will not:
. declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of its
capital stock;
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. make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities that rank equally with or junior
in interest to the debt securities or make any guarantee payments with
respect to any guarantee by Raytheon of the debt of any subsidiary of
Raytheon if such guarantee ranks equally with or junior in interest to
the debt securities.
However, even during such circumstances, Raytheon may:
. purchase or acquire its capital stock in connection with the satisfaction
by it of its obligations under any employee benefit plans or pursuant to
any contract or security outstanding on the first day of any extension
period requiring it to purchase its capital stock;
. reclassify its capital stock or exchange or convert one class or series
of its capital stock for another class or series of its capital stock;
. purchase fractional interests in shares of its capital stock pursuant to
the conversion or exchange provisions of such capital stock or the
security being converted or exchanged;
. declare dividends or distributions in its capital stock;
. redeem or repurchase any rights pursuant to a rights agreement; and
. make payments under the guarantee related to the trust preferred
securities.
In addition, as long as trust preferred securities issued by any trust are
outstanding, Raytheon will agree that it will:
. remain the sole direct or indirect owner of all the outstanding common
securities of that trust, except as permitted by the applicable
declaration of trust;
. permit the trust common securities of that trust to be transferred only
as permitted by the declaration of trust;
. use reasonable efforts to cause that trust to continue to be treated as a
grantor trust for United States federal income tax purposes, except in
connection with a distribution of debt securities to the holders of trust
preferred securities as provided in the declaration of trust, in which
case the trust would be dissolved.
AMENDMENTS AND ASSIGNMENT
Raytheon and the guarantee trustee may amend each guarantee without the
consent of any holder of trust preferred securities if the amendment does not
adversely affect the rights of the holders in any material respect. In all
other cases, Raytheon and the guarantee trustee may amend each guarantee only
with the prior approval of the holders of at least a majority of outstanding
trust preferred securities issued by the applicable trust.
Raytheon may assign its obligations under the guarantees only in connection
with a consolidation, merger or asset sale involving Raytheon permitted under
the indenture governing the debt securities.
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TERMINATION OF THE GUARANTEE
A guarantee will terminate upon:
. full payment of the redemption price of all trust preferred securities of
the applicable trust;
. distribution of the related debt securities, or any securities into which
those debt securities are convertible, to the holders of the trust
preferred securities and trust common securities of that trust in
exchange for all the securities issued by that trust; or
. full payment of the amounts payable upon liquidation of that trust.
Each guarantee will, however, continue to be effective or will be reinstated if
any holder of trust preferred securities must repay any amounts paid on those
trust preferred securities or under the guarantee.
STATUS OF THE GUARANTEE
Raytheon's obligations under each guarantee will be unsecured and
effectively junior to all debt and preferred stock of its subsidiaries. BY YOUR
ACCEPTANCE OF THE TRUST PREFERRED SECURITIES, YOU AGREE TO ANY SUBORDINATION
PROVISIONS AND OTHER TERMS OF THE RELATED GUARANTEE. We will specify in a
prospectus supplement the ranking of each guarantee with respect to Raytheon's
capital stock and other liabilities, including other guarantees.
Each guarantee will be deposited with the guarantee trustee to be held for
your benefit. The guarantee trustee will have the right to enforce the
guarantee on your behalf. In most cases, the holders of a majority of
outstanding trust preferred securities issued by the applicable trust will have
the right to direct the time, method and place of:
. conducting any proceeding for any remedy available to the applicable
guarantee trustee; or
. exercising any trust or other power conferred upon that guarantee trustee
under the applicable guarantee.
Each guarantee will constitute a guarantee of payment and not merely of
collection. This means that the guarantee trustee may institute a legal
proceeding directly against Raytheon to enforce the payment rights under the
guarantee without first instituting a legal proceeding against any other person
or entity.
If the guarantee trustee fails to enforce the guarantee or Raytheon fails
to make a guarantee payment, you may institute a legal proceeding directly
against Raytheon to enforce your rights under that guarantee without first
instituting a legal proceeding against the applicable trust, the guarantee
trustee or any other person or entity.
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PERIODIC REPORTS UNDER GUARANTEE
Raytheon will be required to provide annually to the guarantee trustee a
statement as to its performance of its obligations and its compliance with all
conditions under the guarantees.
DUTIES OF GUARANTEE TRUSTEE
The guarantee trustee normally will perform only those duties specifically
set forth in the applicable guarantee. The guarantees do not contain any
implied covenants. If a default occurs on a guarantee, the guarantee trustee
will be required to use the same degree of care and skill in the exercise of its
powers under the guarantee as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs. The guarantee trustee will
exercise any of its rights or powers under the guarantee at the request or
direction of holders of the applicable series of trust preferred securities only
if it is offered security and indemnity satisfactory to it.
GOVERNING LAW
New York law will govern the guarantees.
DESCRIPTION OF OUR DEBT SECURITIES
This section describes the general terms and provisions of the debt
securities that we may issue to a trust or as part of a stock purchase unit from
time to time in the form of one or more series of debt securities. We will
issue only one series of debt securities to each trust. 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 previously filed
with the SEC and incorporated by reference as exhibits to the registration
statement of which this prospectus is 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. 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
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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:
. the title of the debt securities;
. whether they are senior debt securities or subordinated debt securities;
. the total amount of the debt securities authorized and the amount
outstanding, if any;
. any limit on the aggregate principal amount of the debt securities
offered through that prospectus supplement;
. the identity of the person to whom we will pay interest if it is anybody
other than the noteholder;
. when the principal of the debt securities will mature;
. the interest rate, which may be fixed or variable, or its method of
calculation;
. when interest will be payable, as well as the record date for determining
who we will pay interest to;
. where the principal of, premium, if any, and interest on the debt
securities will be paid;
. any mandatory or optional sinking funds or similar arrangements;
. 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;
. whether we have any obligation to redeem or repurchase the debt
securities at the holder's option;
. the denominations of the debt securities, if other than $1,000 or an
integral multiple of $1,000;
. the amount that we will pay the holder if the maturity of the debt
securities is accelerated, if other than their principal amount;
. the currency in which we will make payments to the holder and, if a
foreign currency, the manner of conversion from United States dollars;
. any index we may use to determine the amount of payment of principal of,
premium, if any, and interest on the debt securities;
. 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;
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. the applicability of the defeasance and covenant defeasance provisions in
the applicable indenture;
. whether the debt securities are convertible into any other securities and
the terms and conditions of convertibility;
. 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
. 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, your claim as a holder of trust preferred
securities, which represents in effect an interest in debt securities, or as a
holder of debt securities as part of a stock purchase unit, will be effectively
junior to the claims of holders of any indebtedness or preferred stock of our
subsidiaries.
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:
. 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,
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in each case whether outstanding on the date of execution of the
subordinated debt securities indenture or thereafter created, incurred or
assumed; and
. 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:
. 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;
. 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
. 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.
SUBSEQUENT DISTRIBUTION TO HOLDERS OF TRUST SECURITIES
If we issue debt securities to a trust in connection with the issuance of
trust preferred and trust common securities by that trust, those debt securities
subsequently may be distributed to the holders of the trust preferred and trust
common securities either:
. upon the dissolution of the trust or
. upon the occurrence of events that we will describe in the prospectus
supplement.
EVENTS OF DEFAULT
Generally speaking, any of the following events will constitute an event of
default under the indentures:
. 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;
. 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;
. failure to make any sinking fund payment when due, even if we are
prohibited from making such payments with respect to subordinated
securities;
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. 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;
. bankruptcy, insolvency or reorganization; and
. any other event of default provided with respect to debt securities of
that series.
Holders 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, the trust nor the trustee will be able to accelerate the payment of
interest or principal with respect to our subordinated debt securities for any
other reason.
In some cases, after a declaration of acceleration has been made, but
before a judgment or decree has been obtained, holders of a majority in
aggregate principal amount of the series that is in default may rescind the
acceleration. If required by the declaration of trust, any rescission may be
subject to the consent of the holders of the trust preferred securities and the
trust common securities.
The trustee will be required to act with a high standard of care. However,
the trustee will not be obligated to exercise any of its rights or powers under
the indentures at the holder's request unless the holder provides 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.
The holder may institute a suit against us for enforcement of such holder's
rights to receive payment of the principal of, premium, if any, on or interest
on our debt securities after the due dates. However, such holder will not be
able to institute any other proceedings under the applicable indenture,
including for any remedy, unless the following conditions are satisfied:
. the holder gives the trustee written notice of a continuing event of
default with respect to a series of our debt securities that such holder
holds;
. 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;
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. the trustee does not receive direction contrary to the holder's request
within 60 days following such holder's written notice from holders of a
majority in aggregate principal amount of that series; and
. the trustee does not institute the proceeding the holder requests within
60 days following such holder's 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 some
circumstances, payment defaults on our debt securities may also give rise to
cross-defaults of our guarantees of the indebtedness of our subsidiaries.
An event of default under the applicable indenture for a series of debt
securities will constitute a trust enforcement event under the declaration of
trust for the applicable series of trust preferred securities. A holder of
trust preferred securities may directly institute a proceeding against Raytheon
for enforcement of payment to that holder of its pro rata share of principal,
premium, interest or any additional amounts if:
. an event of default under the applicable declaration of trust has
occurred and is continuing; and
. that event of default is attributable to Raytheon's failure to pay
principal, any premium, interest or additional amounts on the applicable
series of debt securities when due.
Except as described in the preceding sentences or in the prospectus supplement,
the holders of trust preferred securities will not be able to exercise directly
any other remedy available to the holders of the applicable series of debt
securities.
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:
. defeasance -- which will permit us to defease and be discharged from,
subject to limitations, all of our obligations with respect to those debt
securities; or
. covenant defeasance -- which will permit us to be released from our
obligations to comply with covenants relating to those debt securities as
described in the applicable prospectus supplement, which may include
obligations concerning subordination of our subordinated debt securities.
To invoke defeasance or covenant defeasance with respect to any series of
our debt securities, we must irrevocably deposit with the trustee, in trust, an
amount in funds or
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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:
. to change the stated maturity of the principal, or any installment of
interest or premium, if any;
. 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;
. to change the place of payment, or the currency in which payments are
made;
. to impair your right to institute suit to enforce any payment at or
following stated maturity or following a redemption date;
. to modify the subordination provisions of our subordinated debt
securities in a manner adverse to holders; or
. to reduce the percentage of the principal amount of our outstanding debt
securities required for modification to or amendment of either indenture,
or for waiver of our compliance with indenture provisions or defaults.
Holders of a majority in aggregate principal amount of either our senior
debt securities or our subordinated debt securities may waive any past default
under the applicable indenture,
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except for a default in the payment of principal, premium, if any, on, or
interest on our debt securities and except for our compliance with specified
covenants.
COVENANTS
Our current indentures contain covenants regarding, among other things:
. a limitation on liens other than specified types of liens;
. 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
. restrictions on our ability to engage in consolidations, mergers or
transfers of substantially all of our assets unless the surviving or
acquiring entity is a domestic company and it expressly assumes our
obligations with respect to our debt securities by executing a
supplemental indenture.
You should be aware that we are not prohibited from engaging in highly leveraged
transactions, other than as may conflict with those covenants. Moreover, any
series of our debt securities may provide that these covenants may be removed
with respect to that series.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Our current indentures prohibit us from consolidating with or merging into
another business entity, or transferring or leasing substantially all of our
assets, unless the surviving or acquiring entity is a domestic company and it
expressly assumes our obligations with respect to our debt securities by
executing a supplemental indenture.
CONVERSION OR EXCHANGE RIGHTS
If any series of debt securities are convertible or exchangeable, the
applicable prospectus supplement will specify:
. the type of securities into which it may be converted or exchanged;
. the conversion price or exchange ratio, or its method of calculation;
. whether conversion or exchange is mandatory or at your election; and
. 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
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exchanged except as a whole by the depositary to its nominee. The applicable
prospectus supplement will describe this concept more fully.
The specific material terms of the depositary arrangement with respect to
any portion of a series of our debt securities that will be represented by a
global security will be described in the applicable prospectus supplement. We
anticipate that the following provisions will apply to our depositary
arrangements.
Upon the issuance of any global security, and its deposit with or on behalf
of the depositary, the depositary will credit, on its book-entry registration
and transfer system, the principal amounts of our debt securities represented by
the global security to the accounts of participating institutions that have
accounts with the depositary or its nominee. The underwriters or agents
engaging in the distribution of our debt securities, or 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 some jurisdictions may require that
purchasers of our securities receive physical certificates, which may impair a
holder's ability to transfer its beneficial interests in global securities.
While the depositary or its nominee is the registered owner of a global
security, the depositary or its nominee will be considered the sole owner of all
of our debt securities represented by the global security for all purposes under
the indentures. Generally, if a holder owns beneficial interests in a global
security, such holder will not be entitled to have our debt securities
registered in such holder's own name, and such holder will not be entitled to
receive a certificate representing such holder's ownership. Accordingly, if a
holder owns a beneficial interest in a global security, such holder must rely on
the depositary and, if applicable, the participating institution of which such
holder is a client to exercise the rights of such 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
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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:
. 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;
. we determine in our sole discretion that we will permit global securities
to be exchanged for certificated debt securities; or
. there is a continuing event of default under the indenture governing the
debt securities held in global form.
The following is based on information furnished to us:
Unless otherwise specified in the applicable prospectus supplement, The
Depository Trust Company ("DTC") will act as depositary for securities issued in
the form of global securities. Global securities will be issued only as fully-
registered securities registered in the name of Cede & Co., which is DTC's
nominee. One or more fully-registered global securities will be issued for
these securities representing in the aggregate the total number of these
securities, and will be deposited with or on behalf of DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants deposit with it. DTC
also facilitates the settlement among its participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other organizations. DTC is owned by a number of its
direct participants and by the New York Stock Exchange, the American Stock
Exchange and the National Association of Securities Dealers. Access to the DTC
system is also available to others, known as indirect participants, such as
securities brokers and dealers, banks and trust companies that clear through or
maintain custodial relationships with direct participants, either directly or
indirectly. The rules applicable to DTC and its participants are on file with
the SEC.
Purchases of securities within the DTC system must be made by or through
direct participants, which will receive a credit for the securities on DTC's
records. The ownership interest of each actual purchaser of each security,
commonly referred to as the beneficial owner, is in turn to be recorded on the
direct and indirect participants' records. Beneficial owners will not receive
written confirmation from DTC of their purchases, but beneficial owners are
expected to receive written confirmations providing details of the transactions,
as well as
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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.
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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.
RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES,
THE DEBT SECURITIES AND THE GUARANTEE
To the extent set forth in the guarantee and to the extent funds are
available, we will irrevocably guarantee the payment of distributions and other
amounts due on the trust securities. If and to the extent we do not make
payments on the debt securities, the trust will not have sufficient funds to pay
distributions or other amounts due on the trust securities. The guarantee does
not cover any payment of distributions or other amounts due on the trust
securities unless the trust has sufficient funds for the payment of such
distributions or other amounts. In such event, a holder of trust securities may
institute a legal proceeding directly against us to enforce payment of such
distributions or other amounts to such holder after the respective due dates.
Taken together, our obligations under the declaration of trust for each trust,
the debt securities, the indenture and the guarantee provide a full and
unconditional guarantee of payments of distributions and other amounts due on
the trust securities. No single document standing alone or operating in
conjunction with fewer than all of the other documents constitutes such
guarantee. It is only the combined operation of these documents that provides a
full and unconditional guarantee of the trust's obligations under the trust
securities.
SUFFICIENCY OF PAYMENTS
As long as payments of interest and other amounts are made when due on the
debt securities, such payments will be sufficient to cover distributions and
payments due on the trust securities because of the following factors:
. the aggregate principal amount of the debt securities will be equal to
the sum of the aggregate stated liquidation amount of the trust
securities;
. the interest rate and the interest and other payment dates on the debt
securities will match the distribution rate and distribution and other
payment dates for the trust securities;
. we, as issuer of the debt securities, will pay, and the trust will not be
obligated to pay, directly or indirectly, any costs, expenses, debts and
obligations of the trust (other than with respect to the trust
securities); and
. the declaration of trust further provides that the trust will not engage
in any activity that is not consistent with the limited purposes of the
trust.
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Notwithstanding anything to the contrary in the indenture, we have the
right to set-off any payment we are otherwise required to make thereunder
against and to the extent we have already made, or are concurrently on the date
of such payment making, a related payment under the guarantee.
ENFORCEMENT RIGHTS OF HOLDERS OF PREFERRED SECURITIES
The declaration of trust provides that if we fail to make interest or other
payments on the debt securities when due (taking account of any extension
period), the holders of the trust preferred securities may direct the property
trustee to enforce its rights under the applicable indenture. If the property
trustee fails to enforce its rights under the indenture in respect of an event
of default under the indenture, any holder of record of trust preferred
securities may, to the fullest extent permitted by applicable law, institute a
legal proceeding against us to enforce the property trustee's rights under the
indenture without first instituting any legal proceeding against the property
trustee or any other person or entity. Notwithstanding the foregoing, if a
trust enforcement event has occurred and is continuing and such event is
attributable to our failure to pay interest, premium or principal on the debt
securities on the date such interest, premium or principal is otherwise payable,
then a holder of trust preferred securities may institute a direct action
against us for payment of such holder's pro rata share. If a holder brings such
a direct action, we will be entitled to that holder's rights under the
applicable declaration of trust to the extent of any payment made by us to that
holder.
If we fail to make payments under the guarantee, a holder of trust
preferred securities may institute a proceeding directly against us for
enforcement of the guarantee for such payments.
LIMITED PURPOSE OF TRUST
The trust preferred securities evidence undivided beneficial ownership
interests in the assets of the trust, and the trust exists for the sole purpose
of issuing and selling the trust securities and using the proceeds to purchase
our debt securities. A principal difference between the rights of a holder of
trust preferred securities and a holder of debt securities is that a holder of
debt securities is entitled to receive from us the principal amount of and
interest accrued on the debt securities held, while a holder of trust preferred
securities is entitled to receive distributions and other payments from the
trust (or from us under the guarantee) only if and to the extent the trust has
funds available for the payment of such distributions and other payments.
RIGHTS UPON DISSOLUTION
Upon any voluntary or involuntary dissolution of the trust involving the
redemption or repayment of the debt securities, the holders of the trust
securities will be entitled to receive, out of assets held by the trust, subject
to the rights of creditors of the trust, if any, the liquidation distribution in
cash. Because we are the guarantor under the guarantee and, as issuer of the
debt securities, we have agreed to pay for all costs, expenses and liabilities
of the trust (other than the trust's obligations to the holders of the trust
securities), the positions of a holder of trust securities and a holder of debt
securities relative to other creditors and to our stockholders in the event of
liquidation or bankruptcy of Raytheon would be substantially the same.
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DESCRIPTION OF THE STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts obligating
holders to purchase from us, and us to sell to the holders, a specified number
of shares of common stock at a future date or dates, which we refer to herein as
"stock purchase contracts." The price per share of common stock and the number
of shares of common stock may be fixed at the time the stock purchase contracts
are issued or may be determined by reference to a specific formula set forth in
the stock purchase contracts. The stock purchase contracts may be issued
separately or as part of units consisting of a stock purchase contract and debt
securities, trust preferred securities or debt obligations of third parties,
including U.S. treasury securities, securing the holders' obligations to
purchase the common stock under the stock purchase contracts, which we refer to
herein as "stock purchase units." The stock purchase contracts may require
holders to secure their obligations thereunder in a specified manner. The stock
purchase contracts also may require us to make periodic payments to the holders
of the stock purchase units or vice versa, and such payments may be unsecured or
refunded on some basis.
The applicable prospectus supplement will describe the terms of the stock
purchase contracts or stock purchase units. The description in the prospectus
supplement will not necessarily be complete, and reference will be made to the
stock purchase contracts, and, if applicable, collateral or depositary
arrangements, relating to the stock purchase contracts or stock purchase units.
Material United States federal income tax considerations applicable to the stock
purchase units and the stock purchase contracts will also be discussed in the
applicable prospectus supplement.
DESCRIPTION OF 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:
. 1,450,000,000 shares of common stock, $0.01 par value per share,
comprised of:
. 450,000,000 shares of Class A common stock, and
. 1,000,000,000 shares of Class B common stock.
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. 200,000,000 shares of preferred stock, $0.01 par value per share,
including:
. 4,000,000 shares of Series A Junior Participating preferred stock,
$0.01 par value per share.
Our Board has been authorized, subject to limitations provided in our restated
certificate of incorporation, to provide for the issuance of shares of our
preferred stock in multiple series. No shares of our preferred stock are
currently outstanding.
With respect to each series of our preferred stock, our Board has the
authority to fix the following terms:
. the designation of the series;
. the number of shares within the series;
. whether dividends are cumulative and, if cumulative, the dates from which
dividends are cumulative;
. the rate of any dividends, any conditions upon which dividends are
payable, and the dates of payment of dividends;
. whether the shares are redeemable, the redemption price and the terms of
redemption;
. the amount payable to you for each share you own if Raytheon Company is
dissolved or liquidated;
. whether the shares are convertible or exchangeable, the price or rate of
exchange, and the applicable terms and conditions;
. any restrictions on issuance of shares in the same series or any other
series; and
. 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 as the
registrar and transfer agent of any series of our preferred stock.
DESCRIPTION OF OUR CLASS A AND 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 A and 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.
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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 to "--Hughes Separation Agreement" below in this section of the
prospectus.
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
certificate of incorporation or the law requires otherwise.
Our common stockholders will be entitled to receive dividends and
distributions declared by our Board, to the extent permitted by outstanding
shares of preferred stock and by our certificate of incorporation. 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.
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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, 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.
HUGHES SEPARATION AGREEMENT
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.
On December 17, 1997, Raytheon Company acquired the defense electronics
business of Hughes Electronics Corporation through a merger, which we refer to
as the "Hughes merger". Raytheon Company's two classes of common stock are a
result of the Hughes merger in which stockholders of the former Raytheon Company
received Class B common stock and holders of General Motors Corporation common
stock and holders of General Motors Corporation Class H common stock received
Class A common stock. Also as a result of the Hughes merger, Raytheon Company
currently has a large stockholder base of approximately 700,000 stockholders,
many of whom hold fewer than 20 shares of common stock.
As part of the Hughes merger, we agreed under the Hughes Spin-Off
Separation Agreement (the "Separation Agreement") not to take specified actions
unless General Motors Corporation determines in good faith that such actions
would not jeopardize the tax-free status of the spin-off of the defense
electronics business of Hughes Electronics Corporation and its merger with
Raytheon Company.
Many of the covenants restricting our actions under the Separation
Agreement expired on December 18, 1999 or December 18, 2000 and are no longer in
effect. However, we remain subject to a covenant that prohibits us from
proposing a plan of recapitalization or amendment to our restated certificate of
incorporation that would (1) convert shares of our Class A common stock into
shares of Class B common stock or vice versa, or (2) change the absolute or
relative voting rights of any class of our common stock from the rights in
existence on December 17, 1997. While this covenant does not have an expiration
date, the Separation Agreement provides that the covenants restricting our
actions do not prohibit us from implementing any transaction upon which the
Internal Revenue Service (the "IRS") has granted a favorable ruling.
In December 2000 and January 2001, in anticipation of receiving advice from
the IRS, we reviewed with our financial and tax advisors the effects of a
possible reclassification of our shares and its effects on our stockholders.
On January 24, 2001, after consideration of the issues and hearing
presentations from outside tax counsel and our financial advisors, our Board
resolved to seek stockholder approval to reclassify the Class A common stock and
Class B common stock into a single class of new common stock, contingent upon
receiving a ruling from the IRS that consummation of the
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proposed reclassification, as well as the reverse/forward stock split discussed
below, will not adversely affect the IRS ruling received in connection with the
Hughes merger.
On January 31, 2001, the IRS issued to us a supplementary ruling to the
effect that consummation of the proposed reclassification, as well as the
reverse/forward stock split, will not adversely affect the IRS ruling received
in connection with the Hughes merger. Accordingly, as described in more detail
below, our Board has recommended that our stockholders approve the
reclassification of our Class A common stock and Class B common stock into a
single new class of common stock and approve the reverse/forward stock split.
REVERSE/FORWARD STOCK SPLIT
Our Board has authorized, and recommended that our stockholders approve at
our next annual meeting, which is scheduled for April 25, 2001, a reverse 1-for-
20 stock split followed immediately by a forward 20-for-1 stock split of each of
our Class A common stock and Class B common stock. As permitted under Delaware
state law, stockholders whose shares of stock are converted into less than 1
share in the reverse split will be converted into the right to receive a cash
payment. We refer to the reverse and forward stock splits, together with the
related cash payments to stockholders with small holdings, as the
"Reverse/Forward Split." We believe the Reverse/Forward Split will result in
significantly reduced shareholder record keeping and mailing expenses, and
provide holders of fewer than 20 shares with a cost-effective way to cash out
their investments efficiently.
If approved, the Reverse/Forward Split is expected to take place at 6:00
p.m. on May 14, 2001. All Class A stockholders on May 14, 2001 will receive 1
share of Raytheon Class A common stock for every 20 shares of Class A stock held
in their accounts at that time; all Class B stockholders on May 14, 2001 will
receive 1 share of Raytheon Class B common stock for every 20 shares of Class B
stock held in their accounts at that time. If a registered holder has 20 or
more Class A or Class B shares, as the case may be, any fractional share in such
account will not be cashed out after the reverse split and the total number of
shares held by such holder will not change as a result of the Reverse/Forward
Split. Any registered stockholder who holds fewer than 20 shares of Class A or
Class B shares, as the case may be, at the time of the reverse stock split, will
receive a cash payment instead of a fractional share. To determine the amount
of the cash payment, at our election, we may either (1) instruct our transfer
agent to sell these fractional shares of Class A or Class B stock in the open
market or (2) purchase these fractional shares of Class A and Class B at a price
based on the average daily closing price per share of the Class A or Class B
common stock, as the case may be, on the New York Stock Exchange for the ten
trading days immediately before and including the date the Reverse/Forward Split
is effected.
Immediately following the reverse split, at 6:01 p.m. on May 14, 2001, all
Class A and Class B stockholders, who held 20 or more shares of Class A or Class
B common stock, as the case may be, immediately before the reverse split, will
receive 20 shares of Class A or Class B common stock for every 1 share of Class
A or Class B common stock they held immediately following the reverse stock
split.
The Reverse/Forward Split will not affect the public registration of our
Class A or Class B common stock under the Exchange Act. Similarly, we do not
expect that the
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Reverse/Forward Split will affect our application for the continued listing of
the Class A and Class B common stock on the New York Stock Exchange.
The number of shares of common stock authorized will not change as a result
of the Reverse/Forward Split. If we elect to arrange for the sale of the
fractional shares of cashed-out stockholders by our transfer agent on the open
market, as described above, there will be no change in the numbers of shares of
our Class A and Class B common stock that are issued and outstanding. However,
if we elect to purchase these fractional shares, as described above, the total
number of shares of our Class A and Class B common stock will be reduced by the
aggregate number of such shares held by holders owning fewer than 20 such shares
immediately prior to the reverse stock split.
RECLASSIFICATION OF OUR EXISTING TWO CLASSES OF COMMON STOCK INTO A SINGLE NEW
CLASS OF COMMON STOCK
In addition to the Reverse/Forward Split, our Board has unanimously
approved a proposal to amend our restated certificate of incorporation, which,
if approved at our next annual stockholders' meeting, would eliminate our two
classes of common stock and reclassify the Class A common stock and the Class B
common stock into a single new class of common stock, $.01 par value, of
Raytheon Company. The reclassification will eliminate the trading disparities
between our Class A common stock and our Class B common stock and eliminate any
confusion arising from having two publicly traded classes of common stock.
The rights, powers and limitations of the new common stock will be set
forth in an amendment to our restated certificate of incorporation. The
following summary should be read in conjunction with, and is qualified in its
entirety by reference to, the form of amendment to our restated certificate of
incorporation attached as an exhibit to the registration statement of which this
prospectus forms a part.
COMPARISON OF CLASS A COMMON STOCK, CLASS B COMMON STOCK AND NEW COMMON STOCK
RIGHT, POWER CLASS A CLASS B NEW
OR LIMITATION COMMON STOCK COMMON STOCK COMMON STOCK
------------- ------------ ------------ ------------
Election or Removal of - Holders entitled to - Holders entitled to - Holders entitled to
Directors: power with 80.1% of the total voting 19.9% of the total voting equal per share voting.
respect to the election power with respect to the power with respect to the
or removal of directors. election or removal of election or removal of
directors. directors.
- ------------------------------------------------------------------------------------------------------------
Class Voting: - On all matters (other - On all matters (other - Holders vote as a
than the election or than the election or single class on all
removal of directors) the removal of directors) the matters.
approval of holders of approval of holders of
each Class, voting each Class, voting
separately, is required. separately, is required.
- ------------------------------------------------------------------------------------------------------------
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RIGHT, POWER CLASS A CLASS B NEW
OR LIMITATION COMMON STOCK COMMON STOCK COMMON STOCK
------------- ------------ ------------ ------------
Dividends and Stock - Dividends payable or - Dividends payable or - Except as prohibited
Splits and stock divisions or stock divisions or under Delaware law, no
Combinations: combinations with respect combinations with respect prohibition on or special
to shares of Class A to shares of Class B rights as to the payment
common stock must be made common stock must be made of dividends or stock
pro rata with shares of pro rata with shares of divisions or combinations.
Class B common stock. Class A common stock.
- ------------------------------------------------------------------------------------------------------------
Liquidation, - Participate pro rata - Participate pro rata - Participate pro rata
Dissolution, Mergers, with the holders of Class with the holders of Class with other holders of New
Consolidations, or B common stock. A common stock. Common Stock.
other reorganizations:
- ------------------------------------------------------------------------------------------------------------
Stock Repurchases: - Company repurchases of - Company repurchases of - Except as prohibited
Class A stock must be Class B stock must be under applicable law, no
effected ratably, and in effected ratably, and in prohibitions on or
a non-prejudicial way, a non-prejudicial way, special rights as to
with purchases of Class B with purchases of Class A stock repurchases.
common stock. common stock.
- ------------------------------------------------------------------------------------------------------------
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 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, 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 2001
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annual stockholders' meeting, the first anniversary of the previous year's
meeting will be April 26, 2001.
CLASSIFICATION OF DIRECTORS
Our restated certificate of incorporation provides that, except as
otherwise required by specific provisions of the restated certificate of
incorporation relating to the rights of holders of any class or series of
preferred stock to elect additional directors under specified circumstances, the
number of our directors may be fixed from time to time by a resolution adopted
by a majority of our Board but must not be less than three. Our Board is
classified into three classes, as nearly equal in size as possible. Each class
holds office until the third succeeding anniversary of the annual stockholders'
meeting electing that class, 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 restated certificate of incorporation provides that stockholders may
not act by written consent in lieu of an annual or a special meeting. Except as
otherwise required by law and subject to the rights of holders of any class or
series of preferred stock, special meetings of the stockholders may only be
called by our Chairman of the Board or by our Board 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 restated certificate of incorporation 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 such exemption from or limitation of liability is not
permitted under the Delaware General Corporation Law. The effect of this
provision may be to reduce the likelihood of derivative litigation against
directors for breach of their duty of care, even though the action, if
successful, might otherwise have benefited Raytheon Company and our
stockholders.
STOCKHOLDER RIGHTS PLAN
When Raytheon Company merged with the defense electronics business of
Hughes Electronics Corporation in 1997, the Board of Directors adopted a
stockholder rights plan. Each share of Class A and Class B common stock issued
hereunder will be issued together with one right under the stockholder rights
plan. You should refer to the Rights Agreement, dated as of
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December 15, 1997, by and between Raytheon Company and State Street Bank and
Trust Company, as rights agent, for a more detailed description of the
stockholder rights plan. 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 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 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 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:
. 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
. 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 A or Class B common stock, as the case may be,
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.
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SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
Section 203 of the Delaware General Corporation Law prohibits a defined set
of transactions between a Delaware corporation, such as 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 may prohibit business combinations between
an interested stockholder and a corporation for a period of three years after
the date the interested stockholder becomes an interested stockholder. The term
"business combination" is broadly defined to include mergers, consolidations,
sales or other dispositions of assets having a total value in excess of 10% of
the consolidated assets of the corporation, and some other transactions that
would increase the interested stockholder's proportionate share ownership in the
corporation.
This prohibition is effective unless:
. The business combination is approved by the corporation's board of
directors prior to the time the interested stockholder becomes an
interested stockholder;
. 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 qualified employee stock plans, in the transaction in which it
becomes an interested stockholder; or
. 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.
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We may issue securities warrants for the purchase of our debt securities,
preferred stock, or our Class A 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. 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:
. 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;
. 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;
. the exercise price for shares of our Class A or Class B common stock and
the number of shares of Class A or Class B common stock you will receive
upon exercise;
. the expiration date;
. U.S. federal income tax consequences; and
. 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 our Class A 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.
Until you exercise your warrants to purchase our debt securities, preferred
stock, or Class A or Class B common stock, you will not have any rights as a
holder of our debt securities, preferred stock, or Class A or Class B common
stock, as the case may be, by virtue of your ownership of warrants.
PLAN OF DISTRIBUTION
We and the trusts may sell the offered securities in and outside the United
States (a) through underwriters or dealers, (b) directly to purchasers,
including our affiliates, (c) through agents or (d) through a combination of any
of these methods. The prospectus supplement will include the following
information:
. the terms of the offering;
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. the names of any underwriters or agents;
. the name or names of any managing underwriter or underwriters;
. the purchase price of the securities;
. the net proceeds from the sale of the securities;
. any delayed delivery arrangements;
. any underwriting discounts, commissions and other items constituting
underwriters' compensation;
. any initial public offering price;
. any discounts or concessions allowed or reallowed or paid to dealers; and
. any commissions paid to agents.
SALE THROUGH UNDERWRITERS OR DEALERS
If underwriters are used in the sale, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless we inform you
otherwise in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all the offered securities if they
purchase any of them. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers.
During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, which means that selling concessions
allowed to syndicate members or other broker-dealers for the offered securities
sold for their account may be reclaimed by the syndicate if the offered
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the offered securities, which may be higher than the price that
might otherwise prevail in the open market. If commenced, the underwriters may
discontinue these activities at any time.
Some or all of the securities that we 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.
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If dealers are used in the sale of securities, we or the trusts will sell
the securities to them as principals. They may then resell those securities to
the public at varying prices determined by the dealers at the time of resale.
We will include in the prospectus supplement the names of the dealers and the
terms of the transaction.
DIRECT SALES AND SALES THROUGH AGENTS
We and the trusts may sell the securities directly. In this case, no
underwriters or agents would be involved. We and the trusts may also sell the
securities through agents designated from time to time. In the prospectus
supplement, we will name any agent involved in the offer or sale of the offered
securities, and we will describe any commissions payable to the agent. Unless
we inform you otherwise in the prospectus supplement, any agent will agree to
use its reasonable best efforts to solicit purchases for the period of its
appointment.
We and the trusts may sell the securities directly to institutional
investors or others who may be deemed to be underwriters within the meaning of
the Securities Act of 1933 with respect to any sale of those securities. We
will describe the terms of any such sales in the prospectus supplement.
DELAYED DELIVERY CONTRACTS
If we so indicate in the prospectus supplement, we and the trusts may
authorize agents, underwriters or dealers to solicit offers from certain types
of institutions to purchase securities from us or the trusts at the public
offering price under delayed delivery contracts. These contracts would provide
for payment and delivery on a specified date in the future. The contracts would
be subject only to those conditions described in the prospectus supplement. The
prospectus supplement will describe the commission payable for solicitation of
those contracts.
REMARKETING
Offered securities may also be offered and sold, if so indicated in the
applicable prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more remarketing firms (“remarketing firms”),
acting as principals for their own accounts, as agents for us, as underwriters
or as agents for holders of the affected securities or any other person
designated in the prospectus supplement. Any remarketing firm will be
identified and the terms of its agreements, if any, with us, and any related
compensation arrangements contemplated thereby will be described in the
applicable prospectus supplement. In connection with the remarketing,
remarketing firms may use this prospectus, together with an appropriate
prospectus supplement.
GENERAL INFORMATION
We may have agreements with the agents, dealers and underwriters to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act of 1933, or to contribute with respect to payments that the
agents, dealers or underwriters may be required to make. Agents, dealers and
underwriters may be customers of, engage in transactions with or perform
services for us in the ordinary course of their businesses.
LEGAL MATTERS
Thomas D. Hyde, Esq., Senior Vice President and General Counsel of Raytheon
Company will pass upon the validity of Raytheon's common stock, debt securities,
preferred stock, warrants and stock purchase contracts. As of the date of this
prospectus, Thomas D. Hyde, Esq. holds no shares or options to acquire shares of
Class A common stock and 93,000 shares of Class B common stock and options to
acquire an additional 382,018 shares of Class B common stock
The validity of the trust preferred securities to be issued by RC Trust I
and RC Trust II, the enforceability of the declarations of trust and the
creation of RC Trust I and RC Trust II will be passed upon by Richards, Layton
and Finger, P.A., Wilmington, Delaware.
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EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K of Raytheon Company for the year ended December
31, 2000 have been so incorporated in reliance on the report (which contains an
explanatory paragraph relating to the Company's adoption of the American
Institute of Certified Public Accountants Statement of Position 98-5 "Reporting
on the costs of Start-up Activities", in 1999 as described in Note A to the
financial statements) of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy the registration statement and
any other document we file at the SEC's public reference section, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at the worldwide web site
(http://www.sec.gov) maintained by the SEC. Information regarding the operation
of the public reference section can be obtained by calling 1-800-SEC-0330. Our
Class A common stock, $0.01 par value per share, and Class B 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:
. our Annual Report on Form 10-K for the fiscal year ended December 31,
2000 filed with the SEC on March 5, 2001;
. our Proxy Statement on Schedule 14A, relating to our annual meeting of
shareholders to be held on April 25, 2001, filed with the SEC on March
26, 2001;
. our registration statement on Form 8-A filed with the SEC on December 11,
1997 and Form 8-A/A filed with the SEC on December 17, 1997; and
. 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.
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
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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.
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- -------------------------------------------------------------------------------
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 only as of its date.
_____________________
$3,000,000,000
RAYTHEON
COMPANY
Debt Securities
Preferred Stock
Class A Common Stock
Class B Common Stock
Stock Purchase Contracts
Stock Purchase Units
Warrants
Guarantees
RC Trust I
RC Trust II
Trust Preferred Securities
Fully and Unconditionally Guaranteed, as Described Herein, by
Raytheon Company
_____________________
Prospectus
_____________________
April 6, 2001
- --------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:
SEC Registration Fee $ 87,500 (a)
Legal Fees and Expenses $ 100,000 (b)
Accounting Fees and Expenses $ 30,000 (a)
Trustee's Fees and Expenses $ 20,000 (b)
Rating Agency Fees $ 160,000 (b)
Blue Sky Fees and Expenses $ 2,000 (b)
Printing and Engraving Fees $ 90,000 (b)
Miscellaneous $ 14,000 (b)
---------
Total $ 503,500
=========
(a) Excludes the filing fee of $736,700 which was previously paid in connection
with securities registered and remaining unsold under the Registration
Statement on Form S-3 (Registration No. 333-82529) which securities are
being carried forward pursuant to Rule 429.
(b) As previously estimated on Registration Statement on Form S-3 (Registration
No. 333-82529).
All fees and expenses other than the SEC registration fee are estimated.
The expenses listed above will be paid by Raytheon Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware General Corporation Law
Under Section 145 of the Delaware General Corporation Law (the "DGCL"),
Raytheon Company is empowered to indemnify its directors and officers in the
circumstances therein provided. Certain portions of Section 145 are summarized
below:
Section 145(a) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in the
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and,
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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 or officer at the time of such determination, (1)
by a majority vote of the directors who were not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
Section 145. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the corporation deems appropriate.
Section 145(f) of the DGCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall
not be deemed exclusive of any
II-2
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.
Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability under Section 145.
RESTATED CERTIFICATE OF INCORPORATION
The Restated Certificate of Incorporation of Raytheon Company provides that
no director of Raytheon Company shall be personally liable to Raytheon Company
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption or limitation is prohibited under
the DGCL as it currently exists or as it may be amended in the future.
The Restated Certificate of Incorporation also provides that Raytheon
Company shall indemnify each person who was or is made a party or is threatened
to be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person is or was a director or officer of Raytheon Company or is or was
serving at the request of Raytheon Company as a director or officer of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans (whether the basis of
such action, suit or proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving as a director or
officer), to the fullest extent authorized by the DGCL as it currently exists or
as it may be amended in the future, against all expense, liability and loss
(including attorneys' fees, judgments, fines, payments in settlement and excise
taxes or penalties arising under 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
II-3
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 the DGCL.
ITEM 16. EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- -----------
*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 Form 8-K, dated January 17, 1997.
*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.
*4.1 Raytheon Company Restated Certificate of Incorporation, restated as
of April 2, 2002, filed as an exhibit to Raytheon Company's
Registration Statement on Form S-3, File No. 333-85648.
*4.2 Raytheon Company Amended and Restated By-Laws, as amended through
June 25, 2003, filed as an exhibit to Raytheon Company's Quarterly
Report on Form 10-Q for the period ended September 28, 2003.
*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.
*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.
*4.5 Second Supplemental Indenture, dated as of May 9, 2001, between
Raytheon Company and the Bank of New York, filed as an exhibit to
Raytheon Company's Form 8-K, dated May 10, 2001.
*4.6 Form of Senior Debt Securities (see Exhibit 4.3).
*4.7 Form of Subordinated Debt Securities (see Exhibit 4.4).
*4.8 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.
**4.9 Declaration of Trust of RC Trust I, dated as of April 4, 2001 among
Raytheon Company, The Bank of New York, The Bank of New York
(Delaware) and Richard A. Goglia, as trustees.
**4.10 Declaration of Trust of RC Trust II, dated as of April 4, 2001 among
Raytheon Company, The Bank of New York, The Bank of New York
(Delaware) and Richard A. Goglia, as trustees.
*4.11 Amended and Restated Declaration of Trust of RC Trust I, dated as of
May 9, 2001 among Raytheon Company, The Bank of New York, The Bank
of New York (Delaware) and Richard A. Goglia, as trustees, and the
Holders, filed as an exhibit to Raytheon Company's Form 8-K, dated
May 10, 2001.
**4.12 Certificate of Trust of RC Trust I, dated as of April 4, 2001.
**4.13 Certificate of Trust of RC Trust II, dated as of April 4, 2001.
*4.14 Form of Trust Preferred Security (see Exhibit 4.11).
*4.15 Form of Raytheon Company Guarantee Agreement, filed as an exhibit to
Raytheon Company's Form 8-K, dated May 10, 2001.
**5.1 Opinion of Thomas D. Hyde, Esq., Senior Vice President and General
Counsel of Raytheon Company.
5.2 Opinion of Richards, Layton & Finger, P.A. relating to RC Trust I.
5.3 Opinion of Richards, Layton & Finger, P.A. relating to RC Trust II.
II-4
*12.1 Statement regarding Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends, filed as an exhibit to
Raytheon Company's Annual Report on Form 10-K for the year ended
December 31, 2002.
**23.1 Consent of Thomas D. Hyde, Esq. (included in Exhibit 5.1).
**24 Powers of Attorney (included in signature pages).
*25.1 Statement of Eligibility of Trustee on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under the Senior
Indenture, filed as an exhibit to Raytheon Company's Form 8-K, dated
May 7, 2001.
*25.2 Statement of Eligibility of Trustee on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under the
Subordinated Indenture, filed as an exhibit to Raytheon Company's
Form 8-K, dated May 7, 2001.
*25.3 Statement of Eligibility of Trustee on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under the Amended
and Restated Declaration of Trust of RC Trust I, filed as an exhibit
to Raytheon Company's Form 8-K, dated May 7, 2001.
*25.4 Statement of Eligibility of Trustee on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the trustee under the Raytheon
Company Guarantee Agreement for RC Trust I, filed as an exhibit to
Raytheon Company's Form 8-K, dated May 7, 2001.
- ---------
* Incorporated herein by reference.
** Previously filed.
ITEM 17. UNDERTAKINGS.
(A) The undersigned registrant hereby undertakes:
II-5
(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.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Raytheon Company certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to Registration Statement No. 333-82529 and Post-Effective Amendment No. 2 to Registration Statement No. 333-58474 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Waltham, Commonwealth of Massachusetts, as of this 23rd day of January, 2004.
| RAYTHEON COMPANY (Registrant) |
||
| By: | /s/ Jay B. Stephens | |
| Name: | Jay B. Stephens | |
| Title: | Senior Vice President and General Counsel | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to Registration Statement No. 333-82529 and Post-Effective Amendment No. 2 to Registration Statement No. 333-58474 has been signed below by the following persons on behalf of Raytheon Company and in the capacities indicated as of this 23rd day of January, 2004.
| Signature | Title | |
| |
|
|
| /s/ William H. Swanson | Chief Executive Officer, President and Director | |
| |
(Principal Executive Officer) | |
| William H. Swanson | ||
| * | Chairman of the Board of Directors and Director | |
|
|
||
| Daniel P. Burnham | ||
| /s/ Edward S. Pliner | Senior Vice President, Chief Financial Officer | |
| |
(Principal Financial Officer) | |
| Edward S. Pliner | ||
| /s/ Biggs C. Porter | Vice President and Corporate Controller | |
| |
(Principal Accounting Officer) | |
| Biggs C. Porter | ||
| * | Director | |
| |
||
| Barbara M. Barrett | ||
| * | Director | |
| |
||
| Ferdinand Colloredo-Mansfeld | ||
| * | Director | |
| |
||
| John M. Deutch | ||
| * | Director | |
| |
||
| Thomas E. Everhart | ||
| * | Director | |
| |
||
| Frederic M. Poses |
| Signature | Title | |
|
|
|
|
| * | Director | |
|
|
||
| Warren B. Rudman | ||
| * | Director | |
|
|
||
| Michael C. Ruettgers | ||
| * | Director | |
|
|
||
| William R. Spivey |
| *By: | /s/ Richard A. Goglia | |
| Name: | Richard A. Goglia | |
| Title: | Attorney-in-Fact | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, RC Trust I and RC Trust II each certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to Registration Statement No. 333-82529 and Post-Effective Amendment No. 2 to Registration Statement No. 333-58474 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Waltham, Commonwealth of Massachusetts, as of this 23rd day of January, 2004.
| RC TRUST I | ||
| By: | Raytheon Company, as Sponsor | |
| By: | /s/ Richard A. Goglia | |
| Name: | Richard A. Goglia | |
| Title: | Vice President and Treasurer | |
| RC TRUST II | ||
| By: | Raytheon Company, as Sponsor | |
| By: | /s/ Richard A. Goglia | |
| Name: | Richard A. Goglia | |
| Title: | Vice President and Treasurer | |
EXHIBIT INDEX
| *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 Form 8-K, dated January 17, 1997. |
| *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. |
| *4.1 | Raytheon Company Restated Certificate of Incorporation, restated as of April 2, 2002, filed as an exhibit to Raytheon Company's Registration Statement on Form S-3, File No. 333-85648. |
| *4.2 | Raytheon Company Amended and Restated By-Laws, as amended through June 25, 2003, filed as an exhibit to Raytheon Company's Quarterly Report on Form 10-Q for the period ended September 28, 2003. |
| *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. |
| *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. |
| *4.5 | Second Supplemental Indenture, dated as of May 9, 2001, between Raytheon Company and the Bank of New York, filed as an exhibit to Raytheon Company’s Form 8-K, dated May 10, 2001. |
| *4.6 | Form of Senior Debt Securities (see Exhibit 4.3). |
| *4.7 | Form of Subordinated Debt Securities (see Exhibit 4.4). |
| *4.8 | 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. |
| **4.9 | Declaration of Trust of RC Trust I, dated as of April 4, 2001 among Raytheon Company, The Bank of New York, The Bank of New York (Delaware) and Richard A. Goglia, as trustees. |
| **4.10 | Declaration of Trust of RC Trust II, dated as of April 4, 2001 among Raytheon Company, The Bank of New York, The Bank of New York (Delaware) and Richard A. Goglia, as trustees. |
| *4.11 | Amended and Restated Declaration of Trust of RC Trust I, dated as of May 9, 2001 among Raytheon Company, The Bank of New York, The Bank of New York (Delaware) and Richard A. Goglia, as trustees, and the Holders, filed as an exhibit to Raytheon Company’s Form 8-K, dated May 10, 2001. |
| **4.12 | Certificate of Trust of RC Trust I, dated as of April 4, 2001. |
| **4.13 | Certificate of Trust of RC Trust II, dated as of April 4, 2001. |
| *4.14 | Form of Trust Preferred Security (see Exhibit 4.11). |
| *4.15 | Form of Raytheon Company Guarantee Agreement, filed as an exhibit to Raytheon Company’s Form 8-K, dated May 10, 2001. |
| **5.1 | Opinion of Thomas D. Hyde, Esq., Senior Vice President and General Counsel of Raytheon Company. |
| 5.2 | Opinion of Richards, Layton & Finger, P.A. relating to RC Trust I. |
| 5.3 | Opinion of Richards, Layton & Finger, P.A. relating to RC Trust II. |
| *12.1 | Statement regarding Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends, filed as an exhibit to Raytheon Company's Annual Report on Form 10-K for the year ended December 31, 2002. |
| **23.1 | Consent of Thomas D. Hyde, Esq. (included in Exhibit 5.1). |
| **24 | Powers of Attorney (included in signature pages). |
| *25.1 | Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Indenture, filed as an exhibit to Raytheon Company’s Form 8-K, dated May 7, 2001. |
| *25.2 | Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Subordinated Indenture, filed as an exhibit to Raytheon Company’s Form 8-K, dated May 7, 2001. |
| *25.3 | Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Amended and Restated Declaration of Trust of RC Trust I, filed as an exhibit to Raytheon Company’s Form 8-K, dated May 7, 2001. |
| *25.4 | Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Raytheon Company Guarantee Agreement for RC Trust I, filed as an exhibit to Raytheon Company’s Form 8-K, dated May 7, 2001. |
| |
|
| * | Incorporated herein by reference. |
| ** | Previously filed. |
EXHIBIT 5.2
[Letterhead of Richards, Layton & Finger, P.A.]
| January 23, 2004 |
RC Trust I
c/o Raytheon Company
870 Winter Street
Waltham, Massachusetts 02451
Re: RC Trust I
Ladies and Gentlemen:
We have acted as special Delaware counsel for Raytheon Company, a Delaware corporation (the “Company”), and RC Trust I, a Delaware statutory trust (the “Trust”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:
(a) The Certificate of Trust of the Trust, dated as of April 4, 2001 (the “Certificate”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 4, 2001;
(b) The Declaration of Trust of the Trust, dated as of April 4, 2001, between the Company, as sponsor, and the trustees of the Trust named therein;
(c) The Amended and Restated Declaration of Trust of the Trust, dated as of May 9, 2001 (including Exhibits A and B thereto) (the “Declaration”), by and among the Company, as sponsor, The Bank of New York, a New York banking corporation, as property trustee, The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee, Richard A. Goglia, Franklyn A. Caine and Thomas D. Hyde, as regular trustees, and the holders, from time to time, of undivided beneficial interests in the assets of the Trust;
RC Trust I
January 23, 2004
Page 2
(d) The Prospectus, dated April 6, 2001, and the Prospectus Supplement, dated May 3, 2001 (jointly, the “Prospectus”), relating to the 8.25% Equity Security Units, each of which consists of a purchase contract issued by the Company for its Class B common stock and a trust preferred security of the Trust representing an undivided beneficial interest in the assets of the Trust (each, a “Preferred Security” and collectively, the “Preferred Securities”);
(e) The Post-Effective Amendment No.3 to Registration Statement No. 333-82529 and Post-Effective Amendment No. 2 to Registration Statement No. 333-58474, as proposed to be filed by the Company, the Trust and RC Trust II, a Delaware statutory trust, with the Securities and Exchange Commission (the “SEC”) on or about January 23, 2004 (the “Registration Statement”); and
(f) A Certificate of Good Standing for the Trust, dated January 14, 2004, obtained from the Secretary of State.
Capitalized terms used herein and not otherwise defined are used as defined in the Declaration.
For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (f) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (f) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Declaration and the Certificate are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, that each of the parties to the documents examined by us has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization or formation, (iii)the legal capacity of each natural person who is a party to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) that each of the parties to the documents examined by us has duly authorized, executed and delivered such documents, (vi) the receipt by each Person to whom a Preferred Security has been issued by the Trust (collectively , the “Preferred Security Holders”) of a Preferred Security Certificate for such Preferred Security and the payment for the Preferred Security acquired by it, was in accordance with the Declaration and the Prospectus, and (vii) that the Preferred Securities were issued and sold to the Preferred Security Holders in accordance with the Declaration and the Prospectus. We have not participated in the preparation of the Registration Statement or the Prospectus, and assume no responsibility for their contents.
RC Trust I
January 23, 2004
Page 3
This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.
Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801, et seq.).
2. The Preferred Securities represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial owners of the Trust, are entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Declaration, (A) to pay taxes or other governmental charges arising from transfers or exchanges of Preferred Security Certificates and the issuance of replacement Preferred Security Certificates, and (B) to provide security and indemnity in connection with requests of or directions to the Property Trustee to exercise its rights and powers under the Declaration.
We consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading “Legal Matters” in the Prospectus. In giving the foregoing consent, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder.
Very truly yours, /s/ Richards, Layton & Finger, P.A. |
BJK/LJR
EXHIBIT 5.3
[Letterhead of Richards, Layton & Finger, P.A.]
| January 23, 2004 |
RC Trust II
c/o Raytheon Company
141 Spring Street
Lexington, Massachusetts 02421
Re: RC Trust II
Ladies and Gentlemen:
We have acted as special Delaware counsel for Raytheon Company, a Delaware corporation (the “Company”), and RC Trust II, a Delaware statutory trust (the “Trust”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:
(a) The Certificate of Trust of the Trust, dated as of April 4, 2001 (the “Certificate”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 4, 2001;
(b) The Declaration of Trust of the Trust, dated as of April 4, 2001, between the Company, as sponsor, and the trustees of the Trust named therein;
(c) A form of Amended and Restated Declaration of Trust of the Trust (including Exhibits A and B thereto) (the “Declaration”), to be entered into among the Company, as sponsor, the trustees of the Trust named therein, and the holders, from time to time, of undivided beneficial interests in the assets of the Trust, attached as an exhibit to the Registration Statement (as defined below);
(d) The Prospectus, dated April 6, 2001 (the “Prospectus”), relating to the trust preferred securities of the Trust representing undivided beneficial interests in the assets of the Trust (each, a “Preferred Security” and collectively, the “Preferred Securities”);
RC Trust II
January 23, 2004
Page 2
(e) The Post-Effective Amendment No.3 to Registration Statement No. 333-82529 and Post-Effective Amendment No. 2 to Registration Statement No. 333-58474, as proposed to be filed by the Company, the Trust and RC Trust I, a Delaware statutory trust, with the Securities and Exchange Commission (the “SEC”) on or about January 23, 2004 (the “Registration Statement”); and
(f) A Certificate of Good Standing for the Trust, dated January 14, 2004, obtained from the Secretary of State.
Capitalized terms used herein and not otherwise defined are used as defined in the Declaration.
For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (f) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (f) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Declaration and the Certificate are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, that each of the parties to the documents examined by us has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of each natural person who is a party to the documents examined by us, (iv)that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) that each of the parties to the documents examined by us has duly authorized, executed and delivered such documents, (vi) the receipt by each Person to whom a Preferred Security is to be issued by the Trust (collectively
, the “Preferred Security Holders”) of a Preferred Security Certificate for such Preferred Security and the payment for the Preferred Security acquired by it, in accordance with the Declaration, the Prospectus and the Registration Statement, and (vii) that the Preferred Securities are issued and sold to the Preferred Security Holders in accordance with the Declaration, the Prospectus and the Registration Statement. We have not participated in the preparation of the Registration Statement or the Prospectus, and assume no responsibility for their contents.
RC Trust II
January 23, 2004
Page 3
This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.
Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801, et seq.).
2. The Preferred Securities will represent valid and, subject to the qualifications set forth in paragraph 3 below, legally issued, fully paid and nonassessable undivided beneficial interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated, pursuant to the Declaration, (A) to pay taxes or other governmental charges arising from transfers or exchanges of Preferred Security Certificates and the issuance of replacement Preferred Security Certificates, and (B) to provide security and indemnity in connection with requests of or directions to the Property Trustee to exercise its rights and powers under the Declaration.
We consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. In giving the foregoing consent, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder.
Very truly yours, /s/ Richards, Layton & Finger, P.A. |
BJK/LJR