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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 9, 2001
Raytheon Company
(Exact Name of Registrant as Specified in Charter)
Delaware 0-12591 95-1778500
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
141 Spring Street
Lexington, Massachusetts 02421
(Address of Principal Executive Offices) (Zip Code)
(781) 862-6600
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On May 9, 2001, Raytheon Company (the "Company") closed a public
offering of 17,250,000 8.50% Equity Security Units (the "Equity Units") and
14,375,000 shares of its Class B Common Stock (the "Common Stock"), which
includes Equity Units and Common Stock issued as a result of the exercise of the
over-allotment options granted to the underwriters in the offerings
The Company filed a registration statement on Form S-3 (File No. 333-58474)
which amended its registration statement on Form S-3 (File No. 333-82529) for
the Equity Units and the Common Stock under the Securities Act of 1933, as
amended (the "Act"), on April 6, 2001, which was declared effective on April 13,
2001. On April 25, 2001, the Company filed Preliminary Prospectus Supplements
for both the Equity Units and the Common Stock, each dated April 24, 2001, both
of which included the Prospectus dated April 6, 2001, and on May 3, 2001, the
Company filed final Prospectus Supplements for both the Equity Units and the
Common Stock, dated May 3, 2001, which also included the Prospectus dated April
6, 2001. Each Equity Unit will include (1) a purchase contract under which the
purchaser will agree to purchase shares of Class B Common Stock from the Company
and the Company will agree to sell shares of Class B Common Stock of the Company
on a date approximately three years from the date of issuance, and (2) a trust
preferred security of RC Trust I. In connection with these offerings, the
Company is filing certain exhibits as part of this Form 8-K. See "Item 7.
Exhibits."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
(c) EXHIBIT DESCRIPTION
No. -----------
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1.1 Terms Agreement, dated as of May 3, 2001, among Raytheon
Company and the Several Underwriters for the purchase of
Raytheon Company's Equity Security Units amending the
Underwriting Agreement, dated as of November 2, 1998.
1.2 Terms Agreement, dated as of May 3, 2001, among Raytheon
Company and the Several Underwriters for the purchase of
Raytheon Company's Class B common stock amending the
Underwriting Agreement, dated as of November 2, 1998.
4.10 Amended and Restated Declaration of Trust of RC Trust I, dated
as of May 9, 2001, among Raytheon Company, The Bank of New
York as initial Property Trustee, The Bank of New York
(Delaware) as initial Delaware Trustee, and the Regular
Trustees.
-2-
4.13 Form of Preferred Security (included in Exhibit 4.10).
4.15 Second Supplemental Indenture, dated as of May 9, 2001,
between Raytheon Corporation and The Bank of New York.
4.16 Guarantee Agreement, dated as of May 9, 2001, between
Raytheon Company and The Bank of New York as initial
Guarantee Trustee.
4.17 Form of Remarketing Agreement among Raytheon Company and The
Bank of New York as Purchase Contract Agent.
4.18 Form of Pledge Agreement among Raytheon
Company, Bank One Trust Company, N.A., as Collateral Agent,
Custodial Agent and Securities Intermediary and the Bank of
New York, as Purchase Contract Agent.
4.19 Purchase Contract Agreement dated May 9, 2001 among Raytheon
Company and The Bank of New York as Purchase Contract Agent.
5.2 Opinion of Richards, Layton & Finger, P.A. relating to RC
Trust I.
8.1 Opinion of Wachtell, Lipton, Rosen & Katz
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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 hereunto duly authorized.
RAYTHEON COMPANY
By: /s/ John W. Kapples
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Name: John W. Kapples
Title:Vice President and Secretary
Date: May 9, 2001
(c) EXHIBIT DESCRIPTION
No. -----------
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1.1 Terms Agreement, dated as of May 3, 2001, among Raytheon
Company and the Several Underwriters for the purchase of
Raytheon Company's Equity Security Units amending the
Underwriting Agreement, dated as of November 2, 1998.
1.2 Terms Agreement, dated as of May 3, 2001, among Raytheon
Company and the Several Underwriters for the purchase of
Raytheon Company's Class B common stock amending the
Underwriting Agreement, dated as of November 2, 1998.
4.10 Amended and Restated Declaration of Trust of RC Trust I, dated
as of May 9, 2001, among Raytheon Company, The Bank of New
York as initial Property Trustee, The Bank of New York
(Delaware) as initial Delaware Trustee, and the Regular
Trustees.
4.13 Form of Preferred Security (included in Exhibit 4.10).
4.15 Second Supplemental Indenture, dated as of May 9, 2001,
between Raytheon Corporation and The Bank of New York.
4.16 Guarantee Agreement, dated as of May 9, 2001, between
Raytheon Company and The Bank of New York as initial
Guarantee Trustee.
4.17 Form of Remarketing Agreement among Raytheon Company and The
Bank of New York as Purchase Contract Agent.
4.18 Form of Pledge Agreement among Raytheon Company, Bank One
Trust Company, N.A., as Collateral Agent, Custodial Agent and
Securities Intermediary and the Bank of New York, as Purchase
Contract Agent.
4.19 Purchase Contract Agreement dated May 9, 2001 among Raytheon
Company and The Bank of New York as Purchase Contract Agent.
5.2 Opinion of Richards, Layton & Finger, P.A. relating to RC
Trust I.
8.1 Opinion of Wachtell, Lipton, Rosen & Katz.