Exhibit 4-c
[FACE OF DEBENTURE]UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATES IN DEFINITIVE REGISTERED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (A) BY THE DEPOSITARY TO A NOMINEE THEREOF OR (B) BY A NOMINEE THEREOF TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR (C) BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR DEPOSITARY. SEE REVERSE FOR CERTAIN DEFINITIONSNUMBER DOLLARS
R- REGISTERED REGISTERED
ROCKWELL INTERNATIONAL CORPORATION
5.20% Debentures due January 15, 2098
CUSIP 773903 AC 3
Rockwell International Corporation, a corporation duly organized and
existing under the laws of the State of Delaware (herein referred to as the
"Company"), for value received, hereby promises to pay to CEDE & CO. or
registered assigns, the principal sum of _____________________ DOLLARS
($___________) on January 15, 2098, and to pay interest, semiannually on January
15 and July 15 of each year, on said principal sum at the rate of 5.20% per
annum, from the January 15 or July 15, as the case may be, next preceding the
date of this Security to which interest has been paid, unless the date hereof is
a date to which interest has been paid, in which case from the date of this
Security, or unless no interest has been paid on the Securities, in which case
from January 26, 1998, until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing,
if the date hereof is after a January 1 or July 1, as the case may be, and
before the following Interest Payment Date, this Security shall bear interest
from such Interest Payment Date; provided, however, that if the Company shall
default in the payment of interest due on such Interest Payment Date, then this
Security shall bear interest from the next preceding Interest Payment Date to
which interest has been paid, or, if no interest has been paid on the
Securities, from January 26, 1998. The interest so payable on any Interest
Payment Date will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the January 1 or July 1, as the case may be, next preceding such
Interest Payment Date. The principal of and interest on this Security are
payable in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts at the office
or agency of the Company in the Place of Payment, and at such other locations as
the Company may from time to time designate. Any interest not punctually paid or
duly provided for shall be payable as provided in said Indenture.
Reference is made to the further provisions of this Security set forth
on the reverse hereof. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee by the manual signature of one of its authorized officers, this
Security shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT TO BE DULYEXECUTED UNDER ITS CORPORATE SEAL.
Dated:
ROCKWELL INTERNATIONAL CORPORATION
By
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President
[Corporate Seal]
Attest
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Secretary
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
Trustee
By
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Authorized Officer
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[REVERSE OF DEBENTURE]ROCKWELL INTERNATIONAL CORPORATION
5.20% Debentures due January 15, 2098
This Security is one of a duly authorized issue of Securities of the
Company designated as its 5.20% Debentures due January 15, 2098 (Securities of
such series being hereinafter called the "Securities"), limited in aggregate
principal amount to $200,000,000, issued under an Indenture dated as of December1, 1996 (hereinafter called the "Indenture"), between the Company and The Chase
Manhattan Bank (successor to Mellon Bank, N.A.), as Trustee (hereinafter called
the "Trustee", which term includes any successor trustee under the Indenture
with respect to the Securities of this series), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Company, the Trustee and any Holder of the
Securities, and the terms upon which the Securities are, and are to be,
authenticated and delivered.
Except as otherwise provided in the Indenture, this Security will be
issued in global form only registered in the name of the Depositary or its
nominee. This Security will not be issued in definitive form, except as
otherwise provided in the Indenture, and ownership of this Security shall be
maintained in book-entry form by the Depositary for the accounts of
participating organizations of the Depositary.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin and currency, herein
prescribed.
Upon the occurrence of a Tax Event (as defined below), the Company will
have the right to shorten the Maturity of the Securities to the minimum extent
required, in the opinion of nationally recognized independent tax counsel, such
that, after the shortening of the Maturity, interest paid, or original issue
discount accrued, on the Securities (or, at the option of the Company, both)
will be deductible for United States federal income tax purposes or, if such
counsel is unable to opine definitively as to such minimum period, the minimum
extent so required as determined in good faith by the Board of Directors of the
Company, after receipt of an opinion of such counsel regarding the applicable
legal standards. In the event that the Company elects to exercise its right to
shorten the Maturity of the Securities on the occurrence of a Tax Event, the
Company will mail a notice of shortened Maturity to each Holder of the
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Securities by first-class mail not more than 60 days after the occurrence of
such Tax Event, stating the new Maturity date of the Securities (the "New
Maturity Date"). Such notice shall be effective immediately upon mailing. In
addition, in the event that the Maturity of the Securities is shortened to the
minimum extent required, the principal amount of the Securities shall change to
the new redemption amount (the "New Redemption Amount"). The New Redemption
Amount will be an amount equal to the Accreted Value (as defined below), which
will be determined as if the New Maturity Date were the Specified Date (as
defined below).
"Tax Event" means that the Company shall have received an opinion of
nationally recognized independent tax counsel to the effect that, as a result of
(a) any amendment to, clarification of or change (including any announced
prospective amendment, clarification or change) in any law, or any regulation
thereunder, of the United States, (b) any judicial decision, official
administrative pronouncement, ruling (including the public release of any
technical advice memorandum or other private letter ruling), regulatory
procedure, notice or announcement, including any notice or announcement of
intent to adopt or promulgate any ruling, regulatory procedure or regulation
(any of the foregoing, an "Administrative or Judicial Action"), or (c) any
amendment to, clarification of or change in any official position with respect
to, or any interpretation of (including any position taken in any Internal
Revenue Service audit or similar proceeding, in each event, involving the
Company), an Administrative or Judicial Action or a law or regulation of the
United States that differs from the theretofore generally accepted position or
interpretation, in each case, occurring or first publicly released on or after
January 21, 1998, there is more than an insubstantial increase in the risk that
interest paid by the Company, or original issue discount accrued, on the
Securities is not, or will not be, deductible, in whole or in part, by the
Company for United States federal income tax purposes.
The Securities will be redeemable as a whole at any time or in part
from time to time, at the option of the Company, on not less than 30 or more
than 60 days' notice mailed to Holders thereof, at a Redemption Price equal to
the greater of (i) 100% of the Accreted Value and (ii) the sum of the present
values of the Remaining Scheduled Payments (as defined below), discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 12.5 basis
points, together, in each case, with accrued interest on the principal amount at
Maturity being redeemed to the date of redemption.
In addition, if a Tax Event occurs and in the opinion of nationally
recognized independent tax counsel, there would, notwithstanding any shortening
of the Maturity of the Securities, be more than an insubstantial risk that
interest paid by the
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Company, or original issue discount accrued, on the Securities is not, or will
not be, deductible, in whole or in part, by the Company for United States
federal income tax purposes, the Company will have the right, within 90 days
following the occurrence of such Tax Event, to redeem the Securities in whole
(but not in part), on not less than 30 or more than 60 days' notice mailed to
Holders of the Securities, at a Redemption Price equal to the greater of (i)
100% of the Accreted Value and (ii) the sum of the present values of the
Remaining Scheduled Payments, discounted to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 20 basis points, together, in either case, with accrued
interest on the principal amount at Maturity being redeemed to the date of
redemption.
"Accreted Value" as of any date (the "Specified Date") means the sum of
the present values of the Remaining Scheduled Payments in respect of the
Securities, discounted to the Specified Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at 6.90% per annum.
"Comparable Treasury Issue" means the United States Treasury Security
selected by an Independent Investment Banker that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Securities. "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, the average of
the Reference Treasury Dealer Quotations for such Redemption Date. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer as of 3:30 p.m., New York City time, on the
third business day preceding such Redemption Date.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, J.P. Morgan Securities Inc. and SBC Warburg Dillon Read Inc. and
their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary
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Treasury Dealer"), the Company shall substitute therefor another nationally
recognized investment banking firm that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each Security to
be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related Redemption Date but for
such redemption; provided, however, that if such Redemption Date is not an
Interest Payment Date with respect to such Security, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity (computed as of
the second business day immediately preceding such Redemption Date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
On and after the Redemption Date, interest will cease to accrue on the
Securities or any portion thereof called for redemption. On or before any
Redemption Date, the Company shall deposit with a Paying Agent (or the Trustee)
money sufficient to pay the Redemption Price of and accrued interest on the
Securities to be redeemed on such date. If less than all the Securities are to
be redeemed, the Securities to be redeemed shall be selected by the Trustee by
such method as the Trustee shall deem fair and appropriate.
As provided in the Indenture and subject to certain limitations therein
set forth, this Security may be registered for transfer on the Security Register
of the Company, upon surrender of this Security for registration of transfer at
the office or agency of the Company in the Place of Payment, and at such other
locations as the Company may from time to time designate, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or the
Holder's attorney duly authorized in writing, and thereupon one or more new
Securities, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Securities are issuable only as Registered Securities without
coupons in the denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture, and subject to certain limitations therein set forth,
Securities are exchangeable for a like aggregate principal amount of Securities
of different authorized denominations, as requested by the Holder surrendering
the same.
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No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Security,
the Company, the Trustee, the Security Registrar, the Paying Agent and any agent
of any one thereof may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee, the Security Registrar, the
Paying Agent nor any such agent shall be affected by notice to the contrary.
If an Event of Default, as defined in the Indenture, with respect to
the Securities shall occur, the principal of all the Securities may be declared
due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company with respect to the Securities and the rights of the Holders of the
Securities under the Indenture at any time by the Company with the consent of
the Holders of a majority in aggregate principal amount of the Securities at the
time Outstanding. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not a notation of such consent or waiver is made upon this
Security.
No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
The Company at its option, subject to the terms and conditions
contained in the Indenture, (a) will be discharged from any and all obligations
in respect of the Securities (except for certain obligations to register the
transfer and exchange of
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such Securities, to replace mutilated, destroyed, lost or stolen Securities, to
compensate, reimburse and indemnify the Trustee, to maintain an office or agency
with respect to the Securities and to hold moneys for payment in trust) or (b)
may omit to comply with certain restrictive covenants contained in the
Indenture, in each case upon irrevocable deposit with the Trustee in trust of
money or U.S. government securities (as described in the Indenture) or a
combination thereof, which through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient to discharge the principal of and interest on such Securities on the
Stated Maturity of such principal or interest.
Except as otherwise defined herein, all terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT
MIN ACT - Custodian
-------------- --------------
(Cust) (Minor)
under Uniform Gifts to Minors
Act
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(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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(Please print or typewrite name and address
including postal zip code of assignee)
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the within Debenture and all rights thereunder, and hereby irrevocably
constitutes and appoints
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Attorney to transfer said Debenture on the books of the Company, with full power
of substitution in the premises.
Dated:
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NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
the within instrument in every
particular, without alteration or
enlargement or any change whatever.
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