SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
HONEYWELL INTERNATIONAL INC.
(Name of Issuer)
Common Stock, Par Value $1.00 per Share
(Title of Class of Securities)
438516106
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(CUSIP Number)
Robert E. Healing, Esq.
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06431-0001
Telephone: (202) 373-2243
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 2000
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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CUSIP No. 438516106
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
General Electric Company
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I.R.S. Identification No. 14-0689340
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
(a) [ ]
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(b) [ ]
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
[ ]
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(6) Citizenship or Place of Organization New York
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(7) Sole Voting Power 160,782,804(1)(2)
Number of Shares ---------------------------------------------------------
Beneficially (8) Shared Voting Power None
Owned by Each ---------------------------------------------------------
Reporting Person (9) Sole Dispositive Power 160,782,804
With ---------------------------------------------------------
(10) Shared Dispositive Power None
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
160,782,804(1)(2)
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
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(13) Percent of Class Represented by Amount in Row (11)
16.8%(3)
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(14) Type of Reporting Person (See Instructions) CO
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1 The shares of common stock of Honeywell International Inc. (the
"Issuer") covered by this report are (i) beneficially owned by a subsidiary of
General Electric Company ("General Electric") or (ii) are purchasable by General
Electric upon exercise of an option (the "Option") granted to General Electric
pursuant to the Stock Option Agreement dated as of October 22, 2000 between
Issuer and General Electric (the "Stock Option Agreement") and described in Item
4 of this report. Prior to the exercise of the Option, General Electric is not
entitled to any rights as a stockholder of the Issuer as to the shares covered
by the Option. The number of shares of common stock of the Issuer purchasable by
General Electric under the Option, which is initially set to equal 158,746,379
shares, will be adjusted if necessary so that the number of shares purchasable
by General Electric upon exercise of the Option is equal to 19.9% of the total
outstanding shares of common stock of the Issuer immediately prior to the time
of such exercise. The Option may only be exercised upon the happening of certain
events, none of which has occurred as of the date hereof. Prior to such
exercise, General Electric expressly disclaims beneficial ownership of the
shares of common stock of the Issuer which are purchasable by General Electric
upon exercise of the Option.
The number of shares indicated represents approximately 19.9% of
the total outstanding shares of common stock of the Issuer as of September 30,
2000, excluding shares issuable upon exercise of the Option, as represented by
the Issuer in the Agreement and Plan of Merger dated as of October 22, 2000
between the Issuer and General Electric.
2 Includes 2,036,425 shares of common stock of the Issuer held by
wholly-owned subsidiaries of General Electric.
3 Calculated assuming the issuance by the Issuer of 158,746,379
shares of common stock of the Issuer upon exercise of the Option as described
herein.
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Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $1.00 per
share (the "Common Stock," an individual share of which is a "Share"), of
Honeywell International Inc., a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 101 Columbia Road,
Morristown, New Jersey 07962-2497.
Item 2. Identity and Background
This Schedule 13D is filed by General Electric Company, a New York
corporation ("General Electric"). General Electric is one of the largest and
most diversified industrial corporations in the world. General Electric has
engaged in developing, manufacturing and marketing a wide variety of products
for the generation, transmission, distribution, control and utilization of
electricity since its incorporation in 1892. Over the years, General Electric
has developed or acquired new technologies and services that have broadened
considerably the scope of its activities. General Electric's products include
major appliances; lighting products; industrial automation products; medical
diagnostic imaging equipment; motors; electrical distribution and control
equipment; locomotives; power generation and delivery products; nuclear power
support services and fuel assemblies; commercial and military aircraft jet
engines; and engineered materials, such as plastics, silicones and superabrasive
industrial diamonds. General Electric's services include product services;
electrical product supply houses; electrical apparatus installation,
engineering, repair and rebuilding services; and computer-related information
services. Through its affiliate, the National Broadcasting Company, Inc.,
General Electric delivers network television services, operates television
stations, and provides cable programming and distribution services. Through
another affiliate, General Electric Capital Services, Inc., General Electric
offers a broad array of financial and other services including consumer
financing, commercial and industrial financing, real estate financing, asset
management and leasing, mortgage services, consumer savings and insurance
services, specialty insurance and reinsurance, and satellite communications.
General Electric operates in more than 100 countries around the world,
including 280 manufacturing plants in 26 different nations. General Electric's
principal executive offices are located at 3135 Easton Turnpike, Fairfield, CT
06431 (telephone (203) 373-2211).
General Electric has not and, to the best of General Electric's
knowledge, none of its executive officers or directors has been, during the last
five years, convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
The name, business address and present principal occupation (including
the name and address of the corporation or organization in which such employment
is conducted) of each executive officer and director of General Electric is set
forth in Schedule A to this Schedule 13D
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<PAGE>
and is specifically incorporated herein by reference in its entirety. All such
persons are citizens of the United States unless otherwise noted in Schedule A.
Item 3. Source and Amount of Funds or Other Consideration
This Statement relates to an option granted to General Electric by the
Issuer to purchase shares of Common Stock from the Issuer as described in Item 4
below (the "Option"). The Option entitles General Electric to purchase up to
158,746,379 Shares (the "Option Shares") under the circumstances specified in
the Stock Option Agreement dated as of October 22, 2000 between General Electric
and the Issuer (the "Stock Option Agreement") and as described in Item 4 below
for a purchase price of $55.12375 per Share (the "Purchase Price"). The number
of Option Shares will be adjusted if necessary so that the number of Shares
purchasable by General Electric upon exercise of the Option is equal to 19.9% of
the total outstanding Shares of common stock of the Issuer immediately prior to
the time of such exercise.
The Option was granted by the Issuer as an inducement to General
Electric to enter into the Agreement and Plan of Merger dated as of October 22,
2000 between General Electric and the Issuer (the "Merger Agreement"). Pursuant
to the Merger Agreement and subject to the terms and conditions set forth
therein (including approval by the stockholders of the Issuer and various
regulatory agencies), a subsidiary of General Electric will merge with and into
the Issuer (the "Merger"), with the Issuer continuing as the surviving
corporation, and each issued and outstanding Share, generally, other than those
Shares owned by General Electric or the Issuer, will be converted into the right
to receive 1.055 shares of common stock, par value $0.06 per share, of General
Electric. If the Merger is consummated in accordance with the terms of the
Merger Agreement, the Option will not be exercised. No monetary consideration
was paid by General Electric to the Issuer for the Option.
If General Electric elects to exercise the Option, it currently
anticipates that the funds needed to pay the Purchase Price will be generated by
available working capital.
Item 4. Purpose of Transaction
As stated above, the Option was granted to General Electric in
connection with the execution of the Merger Agreement. General Electric entered
into the Stock Option Agreement in order to help ensure the closing of the
Merger Agreement. General Electric currently anticipates that it will acquire
all of the outstanding common stock of the Issuer upon consummation of the
Merger.
The Option shall become exercisable upon the occurrence of certain
events set forth in Section 3 of the Stock Option Agreement, none of which has
occurred at the time of this filing.
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General Electric has the right to cause the Issuer to prepare and file
up to two registration statements under the Securities Act of 1933, as amended,
in order to permit the sale by General Electric of any Option Shares purchased
under the Option.
The descriptions herein of the Stock Option Agreement and the Merger
Agreement are qualified in their entirety by reference to such agreements,
copies of which are filed as Exhibits 99(a) and 99(b), respectively, to this
Schedule 13D, and which are specifically incorporated herein by reference in
their entirety.
General Electric currently intends to acquire all of the common stock
of the Issuer upon the consummation of the Merger. Other than as described
above, General Electric has no plans or proposals which relate to, or may result
in, any of the matters listed in Items 4(a)-(j) of Schedule 13D (although
General Electric reserves the right to develop such plans).
Item 5. Interest in Securities of the Issuer
As a result of the issuance of the Option, General Electric may be
deemed to be the beneficial owner of 160,782,804 Shares, which would represent
approximately 16.8% of the Shares outstanding after exercise of the Option
(based on the number of Shares outstanding on September 30, 2000, as set forth
in the Merger Agreement). General Electric will have sole voting and dispositive
power with respect to such Shares.
The Option Shares described herein are subject to the Option, which is
not currently exercisable. Nothing herein shall be deemed to be an admission by
General Electric as to the beneficial ownership of any Shares, and, prior to
exercise of the Option, General Electric disclaims beneficial ownership of all
Option Shares.
Except as described herein, or in Schedule B hereto, neither General
Electric nor, to the best of General Electric's knowledge, any other person
referred to in Schedule A attached hereto, beneficially owns or has acquired or
disposed of any Shares of the Issuer during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Except for the Merger Agreement and the Stock Option Agreement, and
except as described in the preceding paragraph, none of the persons named in
Item 2 has any contracts, arrangements, understandings or relationships (legal
or otherwise) with any persons with respect to any securities of the Issuer,
including, but not limited to, transfers or voting of any securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
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<PAGE>
Item 7. Materials to be Filed as Exhibits
Exhibit Description
99(a) Stock Option Agreement dated as of October 22, 2000 between
Honeywell International Inc., as Issuer, and General Electric
Company, as Grantee (incorporated by reference to Exhibit 2.7
to the Current Report on Form 8-K of Honeywell International
Inc. dated October 25, 2000).
99(b) Agreement and Plan of Merger dated as of October 22, 2000
between Honeywell International Inc. and General Electric
Company (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K of Honeywell International Inc.
dated October 25, 2000).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and accurate.
November 1, 2000 GENERAL ELECTRIC COMPANY.
By: /s/ Robert E. Healing
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Name: Robert E. Healing
Title: Corporate Counsel
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<PAGE>
SCHEDULE A
GENERAL ELECTRIC COMPANY
DIRECTORS
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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<S> <C> <C>
J.I.Cash, Jr. Harvard Business School Professor of Business
Morgan Hall Administration-Graduate
Soldiers Field Road School of Business
Boston, MA 02163 Administration, Harvard
University
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman,
General Electric Capital
Services, Inc.
P. Fresco Fiat SpA Chairman of the Board,
via Nizza 250 Fiat SpA
10126 Torino, Italy
A. M. Fudge Kraft Foods, Inc. Executive Vice President,
555 South Broadway Kraft Foods, Inc.
Tarrytown, NY 10591
C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board
S.A. de C.V. and Chief Executive Officer,
Jose Luis Lagrange 103, Kimberly-Clark de Mexico,
Tercero Piso S.A. de C.V.
Colonia Los Morales
Mexico, D.F. 11510, Mexico
A. Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Executive Officer,
New York, NY 10105 Avon Products, Inc.
K.G. Langone Invemed Associates, Inc. Chairman, President and Chief
375 Park Avenue Executive Officer,
New York, NY 10152 Invemed Associates, Inc.
Scott G. McNealy Sun Microsystems, Inc. Chairman, President and Chief
901 San Antonio Road Executive Officer,
Palo Alto, CA 94303-4900 Sun Microsystems, Inc.
</TABLE>
<PAGE>
GENERAL ELECTRIC COMPANY DIRECTORS (CONTINUED)
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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<S> <C> <C>
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department
Stores
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
F.H.T. Rhodes Cornell University President Emeritus,
3104 Snee Building Cornell University
Ithaca, NY 14853
A.C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO
1 Champion Plaza and former Director,
Stamford, CT 06921 Champion International
Corporation
D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board,
& Morgan Guaranty Trust Co. President, and Chief
60 Wall Street Executive Officer,
New York, NY 10260 J.P. Morgan & Co.
Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company
R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General
New York, NY 10112 Electric Company; President
and Chief Executive Officer,
National Broadcasting Company, Inc.
</TABLE>
Citizenship
P. Fresco Italy
C. X. Gonzalez Mexico
Andrea Jung Canada
All Others U.S.A.
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<PAGE>
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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<S> <C> <C>
J.F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer
Fairfield, CT 06431
P.D. Ameen General Electric Company Vice President and Comptroller
3135 Easton Turnpike
Fairfield, CT 06431
F.S. Blake General Electric Company Senior Vice President - Corporate
3135 Easton Turnpike Business Development
Fairfield, CT 06431
J.R. Bunt General Electric Company Vice President and Treasurer
3135 Easton Turnpike
Fairfield, CT 06431
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources
Fairfield, CT 06431
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman,
General Electric Capital
Services, Inc.
Scott C. Donnelly General Electric Company Senior Vice President -
P. O. Box 8 Corporate Research
Schenectady, NY 12301 and Development
Matthew J. Espe General Electric Company Senior Vice President -
Nela Park GE Lighting
Cleveland, OH 44112
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and Secretary
Fairfield, CT 06431
J.R. Immelt General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
</TABLE>
3
<PAGE>
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued)
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
<S> <C> <C>
L. R. Johnston General Electric Company Senior Vice President -
Appliance Park GE Appliances
Louisville, KY 40225
J. Krenicki, Jr. General Electric Company Vice President -
2901 East Lake Road GE Transportation Systems
Erie, PA 16531
W.J. McNerney, Jr. General Electric Company Senior Vice President -
1 Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
R.L. Nardelli General Electric Company Senior Vice President -
1 River Road GE Power Systems
Schenectady, NY 12345
R.W. Nelson General Electric Company Vice President -
3135 Easton Turnpike Corporate Financial Planning
Fairfield, CT 06431 and Analysis
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer
Fairfield, CT 06431
J.G. Rice General Electric Company Vice President -
1 River Road GE Power Systems
Schenectady, NY 12345
G.L. Rogers General Electric Company Senior Vice President -
1 Plastics Avenue GE Plastics
Pittsfield, MA 01201
K.S. Sherin General Electric Company Senior Vice President - Finance
3135 Easton Turnpike and Chief Financial Officer
Fairfield, CT 06431
L.G. Trotter General Electric Company Senior Vice President -
41 Woodford Avenue GE Industrial Systems
Plainville, CT 06062
R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General
New York, NY 10112 Electric Company; President
and Chief Executive Officer,
National Broadcasting Company, Inc.
</TABLE>
Citizenship of All Executive Officers
U.S.A.
4
<PAGE>
SCHEDULE B
BENEFICIAL OWNERSHIP OF SHARES OF
HONEYWELL INTERNATIONAL INC.
1. Francis S. Blake, a Senior Vice President - Corporate Business Development
of General Electric, owns 75 shares of Honeywell common stock. These shares
were purchased more than 60 days prior to November 1, 2000, the date of the
filing of the Schedule 13D to which this Schedule B is attached.
2. Ann M. Fudge, a director of General Electric, owns 6000 shares of Honeywell
restricted common stock. Ms Fudge holds options to purchase 14,000 shares
of Honeywell common stock, of which 12,200 are currently exercisable. The
options that are not currently exercisable will become exercisable in
connection with the consummation of the merger agreement. All of these
shares and options were purchased by or awarded to Ms. Fudge more than 60
days prior to November 1, 2000, the date of the filing of the Schedule 13D
to which this Schedule B is attached.
3. Andrew C. Sigler, a director of General Electric, owns 6000 shares of
Honeywell common stock. All of these shares were purchased by Mr. Sigler
more than 60 days prior to November 1, 2000, the date of the filing of the
Schedule 13D to which this Schedule B is attached. On September 28, 2000,
Mr. Sigler sold 3,000 shares of Honeywell common stock at the prevailing
market price.
4. John F. Welch, Jr., a director and the Chairman of the Board and Chief
Executive Officer of General Electric, owns 19,900 shares of Honeywell
common stock. All of these shares were purchased by Mr. Welch more than 60
days prior to November 1, 2000, the date of the filing of the Schedule 13D
to which this Schedule B is attached.
