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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 26, 1998 (January 26, 1998)
ROCKWELL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-12383 25-1797617
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
600 Anton Boulevard, Suite 700, Costa Mesa, California 92626-7147
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (714) 424-4565
(Former name or former address, if changed since last report)
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(Page 1 of 5 Pages)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On January 26, 1998 the Registrant issued and sold $350 million
aggregate principal amount of its 6.15% Notes due January 15, 2008, $250 million
aggregate principal amount of its 6.70% Debentures due January 15, 2028 and $200
million aggregate principal amount of its 5.20% Debentures due January 15, 2098
(collectively, the "Securities") in an underwritten public offering. Reference
is made to the Registrant's Registration Statement on Form S-3 (Registration No.
333-43071) under the Securities Act of 1933, as amended, and the related
Prospectus dated January 7, 1998, as supplemented by the Prospectus Supplement
dated January 21, 1998, filed with the Securities and Exchange Commission. The
Representative of the underwriters in respect of the offering was Morgan Stanley
Dean Witter. The Chase Manhattan Bank (successor to Mellon Bank, N.A.) is the
Trustee under the Indenture under which the Securities were issued. The
Registrant intends to use the net proceeds of the offering to repay
approximately $380 million aggregate principal amount of commercial paper notes
of the Registrant, which on January 21, 1998 had interest rates ranging from
5.5% to 5.75%, and the balance will be added to the Registrant's general funds
which will be available for general corporate purposes, including the
Registrant's stock repurchase program. Pending application of the funds, the
Registrant will use the net proceeds of the offering for short-term investments.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1 Conformed copy of Underwriting Agreement dated January 21,
1998 between the Registrant and Morgan Stanley & Co.
Incorporated, as Representative of the several underwriters
named in Schedule B thereto.
4-a Form of certificate for the Registrant's 6.15% Notes due
January 15, 2008.
4-b Form of certificate for the Registrant's 6.70% Debentures due
January 15, 2028.
4-c Form of certificate for the Registrant's 5.20% Debentures due
January 15, 2098.
(Page 2 of 5 Pages)
4-d Indenture dated as of December 1, 1996 between the Registrant
and The Chase Manhattan Bank (successor to Mellon Bank,
N.A.), as Trustee, relating to the Securities, filed as
Exhibit 4-a to the Registrant's Registration Statement on
Form S-3 (Registration No. 333-43071), is incorporated herein
by reference.
(Page 3 of 5 Pages)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ROCKWELL INTERNATIONAL CORPORATION
(Registrant)
By /s/ William J. Calise, Jr.
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William J. Calise, Jr.
Senior Vice President, General
Counsel and Secretary
Dated: January 26, 1998
(Page 4 of 5 Pages)
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- ------------
1 Conformed copy of Underwriting Agreement dated January 21, 1998 between
the Registrant and Morgan Stanley & Co. Incorporated, as Representative
of the several underwriters named in Schedule B thereto.
4-a Form of certificate for the Registrant's 6.15% Notes due
January 15, 2008.
4-b Form of certificate for the Registrant's 6.70% Debentures due
January 15, 2028.
4-c Form of certificate for the Registrant's 5.20% Debentures due
January 15, 2098.
4-d Indenture dated as of December 1, 1996 between the Registrant and The
Chase Manhattan Bank (successor to Mellon Bank, N.A.), as Trustee,
relating to the Securities, filed as Exhibit 4-a to the Registrant's
Registration Statement on Form S-3 (Registration No. 333-43071), is
incorporated herein by reference.
(Page 5 of 5 Pages)