<PAGE>
As filed with the Securities and Exchange Commission on December 30, 1994.
Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
HONEYWELL INC.
(Exact name of registrant as specified in its charter)
---------------------
Delaware 41-0415010
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Honeywell Plaza
Minneapolis, Minnesota 55408
(612) 951-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Edward D. Grayson, Esq.
Vice President and General Counsel
Honeywell Plaza
Minneapolis, Minnesota 55408
(612) 951-0660
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
William B. Payne, Esq.
Dorsey & Whitney P.L.L.P.
Pillsbury Center South
220 South Sixth Street
Minneapolis, Minnesota 55402
---------------------
Approximate date of commencement of proposed sale of securities to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
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/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of securities Amount to offering price aggregate offering Amount of
to be registered be registered per unit (1) price (1) registration fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.50 par value 2,000,000 shares $29-3/4 $59,500,000 $20,517.24
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for purposes of calculating the registration fee and based upon the average of the high and low prices for
shares of the registrant's Common Stock on December 27, 1994, as reported on the New York Stock Exchange.
</TABLE>
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 30, 1994
PROSPECTUS
2,000,000 SHARES
HONEYWELL INC.
COMMON STOCK
PAR VALUE $1.50 PER SHARE
---------------------
This Prospectus relates to an aggregate of 2,000,000 shares (the "Shares")
of Common Stock, par value $1.50 per share (the "Common Stock"), of Honeywell
Inc. (the "Company") to be sold from time to time by the Company pursuant to an
Option described below at a price of $33.00 per share and to be resold from time
to time by certain shareholders (the "Selling Shareholders") in transactions on
the New York Stock Exchange ("NYSE") through licensed broker-dealers, at then
prevailing market prices or otherwise at prices and on terms then obtainable.
The expenses of the registration of the Shares, including legal and accounting
fees, will be paid by the Company.
On April 20, 1993, the Company granted an option (the "Option") to purchase
up to 2,000,000 shares of Common Stock at a price of $33.00 per share to the
Honeywell Foundation, a charitable organization (the "Foundation"). Pursuant to
its terms, the Foundation is authorized to transfer all or a portion of the
Option, with or without consideration, to one or more unrelated charitable
organizations, and each such organization is authorized to exercise the portion
of the Option so transferred, in whole but not in part. The Foundation has
advised the Company that it intends to so transfer portions of the Option to the
Selling Shareholders.
The Selling Shareholders have advised the Company that they have not made
any arrangement with any broker-dealer for the sale of the Shares. The Selling
Shareholders and any broker-dealer acting in connection with the sale of the
Shares hereunder may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933 (the "Act"), in which case any commissions received by a
broker-dealer and any profit realized by them on the resale of the Shares as
principal may be deemed to be underwriting compensation under the Act. See
"Plan of Distribution."
The Shares offered hereby have not been registered under the blue sky or
securities laws of any jurisdiction, and any broker-dealer should assure the
existence of an exemption from registration or effectuate such registration in
connection with the offer and sale of the Shares.
The Common Stock is traded on the NYSE. On January , 1995 the closing
price of the Common Stock, as reported by the NYSE, was $ .
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JANUARY , 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed with the Commission may be inspected and
copied at the public reference facilities and the Commission at Room 2400,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices located at Seven World Trade Center, 13th Floor,
New York, New York 10048 and Northwestern Atrium Center, 14th Floor, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained
from the Public Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition,
reports, proxy statements and other information concerning the Company may be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby made
to the Registration Statement. The Registration Statement may be inspected
without charge at the offices of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies thereof may be obtained from
the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the year ended December 31, 1993, as
amended by Amendment No. 1 dated May 10, 1994;
(b) Quarterly Reports on Form 10-Q for the quarters ended April 3, July 3
and October 2, 1994;
(c) Current Reports on Form 8-K dated June 14 and August 4, 1994; and
(d) Description of the Common Stock contained in Form 10 Registration
Statement dated May, 1935, and all amendments thereto, and description
of Preferred Stock Purchase Rights on Form 8-A Registration Statement
dated March 3, 1986, and all amendments thereto.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the respective
dates of filing of such documents. Any statement contained herein or in a
document all or any portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (not
including exhibits to the documents incorporated by reference unless such
exhibits are specifically incorporated by reference into the information that
the Registration Statement incorporates). Requests for such copies should be
directed to Director of Investor Relations, Honeywell Inc., Honeywell Plaza,
P.O. Box 524, Minneapolis, Minnesota 55440-0524, telephone number (612) 951-
2122.
- 2 -
<PAGE>
HONEYWELL INC.
The Company is a worldwide supplier of automation and control products,
systems and services for homes and buildings, industrial customers and the space
and aviation market. The Company's strategy is to develop and supply advanced-
technology products, systems and services that conserve energy and protect the
environment, improve productivity and increase comfort and safety. The
Company's products and services are classified into three primary industry
segments: (i) Home and Building Control, (ii) Industrial and (iii) Space and
Aviation.
The Company was incorporated under the laws of the State of Delaware in
1927. The Company's principal executive offices are located at Honeywell Plaza,
Minneapolis, Minnesota 55408 (telephone (612) 951-1000).
USE OF PROCEEDS
Net proceeds from the sale of the Shares by the Company will be used for
general corporate purposes, including working capital, repayment or repurchase
of outstanding indebtedness and other securities of the Company, possible
acquisitions and capital expenditures. The precise amount and timing of the
application of such proceeds will depend upon the funding requirements of the
Company and the availability and cost of other funds. Pending such
application, such net proceeds may be temporarily invested in short-term
interest-bearing securities.
SELLING SHAREHOLDERS
Certain information about the United Way, which the Company expects to be
the initial Selling Shareholder, is set forth below:
Name of Number of Shares Number of Shares Number of Shares
Selling Shareholder Owned before Sale to be Sold to be Owned after Sale
- ------------------- ----------------- ---------------- ----------------------
United Way 2,000,000 2,000,000 0
PLAN OF DISTRIBUTION
On April 20, 1993, the Company granted the Option to purchase up to
2,000,000 shares of Common Stock at a price of $33.00 per share to the
Foundation. Pursuant to its terms, the Foundation is authorized to transfer all
or a portion of the Option, with or without consideration, to one or more
unrelated charitable organizations, and each such organization is authorized to
exercise the portion of the Option so transferred, in whole but not in part. The
Foundation has advised the Company that it intends to so transfer portions of
the Option to one or more such charitable organizations, which may become a
Selling Shareholder hereunder.
The Company may sell the Shares from time to time pursuant to the Option,
and the Selling Shareholders may offer and sell the Shares from time to time in
transactions on the NYSE through licensed broker-dealers at then prevailing
market prices or otherwise at prices and on terms then obtainable. Sales may be
made to or through broker-dealers who may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders or the
purchasers of Shares for whom such broker-dealers may act as agent or to whom
they may sell as principal, or both (which compensation as to a particular
broker-dealer may be in excess of customary commissions).
To the extent required, this Prospectus will be updated to reflect any
change in the Selling Shareholders for whose account Shares are to be offered,
the number of Shares so offered for such
- 3 -
<PAGE>
Selling Shareholders' account and, if such offering is to be made by or through
underwriters or dealers, the names of such underwriters or dealers and the
principal terms of the arrangements between the underwriters or dealers and the
Selling Shareholders for whose account such offering is being made.
The Selling Shareholders have advised the Company that they have not made
any arrangement with any broker-dealer for the sale of the Shares. The Selling
Shareholders and any broker-dealer acting in connection with the sale of the
Shares hereunder may be deemed to be "underwriters" within the meaning of the
Act, in which case any commissions received by a broker-dealer and any profit
realized by them on the resale of the Shares as principal may be deemed
underwriting compensation under the Act.
VALIDITY OF THE SHARES
The validity of the Shares will be passed upon for the Company by
Herbert Henryson II, Esq., Vice President and Associate General Counsel of the
Company.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1993 have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference (which report expresses an unqualified opinion
and includes an explanatory paragraph that describes an uncertainty related to
a lawsuit to which the Company is a defendant, discussed in note 19 to the
consolidated financial statements), and have been so incorporated in reliance
upon the report of such firm given their authority as experts in accounting
and auditing.
-4-
<PAGE>
- --------------------------------------- ---------------------------------------
- --------------------------------------- ---------------------------------------
No person has been authorized to
give any information or to make any
representations not contained or
incorporated by reference in this
Prospectus in connection with the offer
described in this Prospectus and, if
given or made, such information and
representations must not be relied upon
as having been authorized by the Company
or the Selling Shareholders. Neither the
delivery of this Prospectus nor any sale 2,000,000 Shares
made under this Prospectus shall under
any circumstances create any implication
that there has been no change in the
affairs of the Company since the date HONEYWELL INC.
hereof or since the date of any
documents incorporated herein by
reference. This Prospectus does not
constitute an offer to sell, or a Common Stock
solicitation of an offer to buy, any
securities other than the securities to
which it relates or an offer to sell, or
a solicitation of an offer to buy, in
any jurisdiction in which it is not
lawful or to any person to whom it is
not lawful to make any such offer or
solicitation.
_____________________
TABLE OF CONTENTS
Page
Available Information .............. 2
Incorporation of Certain Documents
by Reference .................... 2
Honeywell Inc. ..................... 3
Use of Proceeds .................... 3
Selling Shareholders ............... 3
Plan of Distribution ............... 3
Validity of the Shares ............. 4
Experts ............................ 4
- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC registration fee ........................ $ 20,517
Accountants' fees and expenses .............. 5,000
Attorneys' fees and expenses ................ 5,000
Miscellaneous ............................... 1,483
-----------
Total ................................ $ 32,000
-----------
-----------
_____________
* All fees and expenses other than the SEC registration fee are estimated and
will be paid by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
Article Seventh (h) of the Company's Restated Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability provided by applicable law (i) for breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law, (iii) under the Delaware statutory provision making directors
personally liable for unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) for any transaction for which the director derived an
improper personal benefit.
Section 17 of the Company's Bylaws and the Company's Directors' and
Officers' Liability Insurance Policy provide for indemnification of the
directors and officers of the Company against certain liabilities.
ITEM 16. EXHIBITS
Number Description
------ -----------
5 Opinion and consent of Herbert Henryson II, Esq.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Herbert Henryson II, Esq. (included in Exhibit 5)
24.1 Powers of attorney
99 Stock Option Pledge Agreement between Honeywell Inc. and
the Honeywell Foundation dated April 20, 1993
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(b) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement; and
(3) To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
PROVIDED, HOWEVER, that paragraphs (a) and (b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on December 30,
1994.
HONEYWELL INC.
By:/s/Sigurd Ueland, Jr.
------------------------------------
Sigurd Ueland, Jr.
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 30, 1994.
SIGNATURE TITLE
--------- -----
M.R. BONSIGNORE Chairman of the Board, Chief Executive Officer
and Director (principal executive officer)
W.M. HJERPE Senior Vice President and Chief Financial
Officer (principal financial officer)
P.M. PALAZZARI Vice President and Controller
(principal accounting officer)
A.J. BACIOCCO, JR. Director
E.E. BAILEY Director
E.H. CLARK, JR. Director
W.H. DONALDSON Director
R.D. FULLERTON Director
G. GREENWALD Director
J.J. HOWARD III Director
B.E. KARATZ Director
D.L. MOORE Director
A.B. RAND Director
S.G. ROTHMEIER Director
M.W. WRIGHT Director
By:/s/Sigurd Ueland, Jr.
---------------------------------------
SIGURD UELAND, JR., ATTORNEY-IN-FACT
II-3
<PAGE>
EXHIBIT INDEX
Number Description
------ -----------
5 Opinion and consent of Herbert Henryson II, Esq.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Herbert Henryson II, Esq.(included in Exhibit 5)
24.1 Powers of attorney
99 Stock Option Pledge Agreement between Honeywell Inc. and
the Honeywell Foundation dated April 20, 1993
<PAGE>
OPINION OF HERBERT HENRYSON II
Exhibit 5
The Board of Directors
Honeywell Inc.
Honeywell Plaza
Minneapolis, Minnesota 55408
Ladies and Gentlemen:
This opinion is being furnished to you in connection with the proposed
registration of 2,000,000 shares (the "Shares") of Common Stock, $1.50 par value
of Honeywell Inc. (the "Company"). In this connection, I have examined and am
familiar with originals or copies, certified or otherwise identified to my
satisfaction, of the following:
1. The Restated Certificate of Incorporation of the Company.
2. The Bylaws of the Company.
3. A resolution of the Board of Directors of the Company adopted on April
20, 1993 (the "Resolution").
4. The Stock Option Pledge Agreement (the "Option") between the Company
and Honeywell Foundation dated as of April 20, 1993.
5. The Registration Statement on Form S-3, including exhibits (the
"Registration Statement"), as filed with the Securities and Exchange
Commission (the "Commission") on or about the date hereof in
connection with the registration of the Shares under the Securities
Act of 1933, as amended.
I have also examined such documents and reviewed such questions of law as I
have considered necessary and appropriate for the purposes of this opinion.
<PAGE>
In such examination, I have assumed the authenticity of all documents
submitted to me as originals, the genuineness of all signatures and the
conformity to authentic originals of all documents submitted to me as copies. I
have also assumed the legal capacity for all purposes relevant hereto of all
natural persons.
I am admitted to practice in the State of New York and I express no opinion
as to the laws of any other jurisdiction other than the corporate laws of the
State of Delaware and the securities laws of the United States of America to the
extent referenced herein.
Based on the foregoing, I am of the opinion that upon exercise of the
Option in accordance with the terms thereof and the issuance of the Shares, the
Shares will be validly issued, fully paid and nonassessable.
I hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Validity of
the Shares" contained in the Prospectus included therein. Except as otherwise
provided herein, this opinion is solely for your benefit and is not to be used,
circulated, quoted or otherwise referred to for any other purpose without my
express permission.
Dated: December 30, 1994
Very truly yours,
/s/ Herbert Henryson II
-----------------------------------
Herbert Henryson II
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Honeywell Inc. on Form S-3 of the report of Deloitte & Touche dated
February 11, 1994 (which report expresses an unqualified opinion and includes
an explanatory paragraph that describes an uncertainty related to a lawsuit
to which the Company is a defendant, discussed in note 19 to the consolidated
financial statements), appearing in the Annual Report on Form 10-K of
Honeywell Inc. for the year ended December 31, 1993 and to the reference
to Deloitte & Touche LLP under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.
Deloitte & Touche LLP
Minneapolis, Minnesota
December 29, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each to
act without the other, as his true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign a Registration Statement on the form prescribed by the
Securities and Exchange Commission for the registration of 2,000,000 shares of
Honeywell Inc.'s common stock and/or options to purchase same, to be acquired by
corporations that qualify as Section 501(c)(3) public charities, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th
day of September, 1994, by the following director.
/s/ M. R. Bonsignore
---------------------------------
M. R. BONSIGNORE
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each to
act without the other, as his true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign a Registration Statement on the form prescribed by the
Securities and Exchange Commission for the registration of 2,000,000 shares of
Honeywell Inc.'s common stock and/or options to purchase same, to be acquired by
corporations that qualify as Section 501(c)(3) public charities, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th
day of September, 1994, by the following director.
/s/ A. J. Baciocco, Jr.
--------------------------------
A. J. BACIOCCO, JR.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each to
act without the other, as her true and lawful attorney-in-fact and agent with
full power of substitution, for her and in her name, place and stead, in any and
all capacities, to sign a Registration Statement on the form prescribed by the
Securities and Exchange Commission for the registration of 2,000,000 shares of
Honeywell Inc.'s common stock and/or options to purchase same, to be acquired by
corporations that qualify as Section 501(c)(3) public charities, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as she might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th
day of September, 1994, by the following director.
/s/ E. E. Bailey
--------------------------------
E. E. BAILEY
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each to
act without the other, as his true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign a Registration Statement on the form prescribed by the
Securities and Exchange Commission for the registration of 2,000,000 shares of
Honeywell Inc.'s common stock and/or options to purchase same, to be acquired by
corporations that qualify as Section 501(c)(3) public charities, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th
day of September, 1994, by the following director.
/s/ E. H. Clark, Jr.
--------------------------------
E. H. CLARK, JR.
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each to
act without the other, as his true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign a Registration Statement on the form prescribed by the
Securities and Exchange Commission for the registration of 2,000,000 shares of
Honeywell Inc.'s common stock and/or options to purchase same, to be acquired by
corporations that qualify as Section 501(c)(3) public charities, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th
day of September, 1994, by the following director.
/s/ W. H. Donaldson
--------------------------------
W. H. DONALDSON
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each to
act without the other, as his true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign a Registration Statement on the form prescribed by the
Securities and Exchange Commission for the registration of 2,000,000 shares of
Honeywell Inc.'s common stock and/or options to purchase same, to be acquired by
corporations that qualify as Section 501(c)(3) public charities, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th
day of September, 1994, by the following director.
/s/ R. D. Fullerton
--------------------------------
R. D. FULLERTON
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each to
act without the other, as his true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign a Registration Statement on the form prescribed by the
Securities and Exchange Commission for the registration of 2,000,000 shares of
Honeywell Inc.'s common stock and/or options to purchase same, to be acquired by
corporations that qualify as Section 501(c)(3) public charities, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th
day of September, 1994, by the following director.
/s/ G. Greenwald
--------------------------------
G. GREENWALD
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each to
act without the other, as his true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign a Registration Statement on the form prescribed by the
Securities and Exchange Commission for the registration of 2,000,000 shares of
Honeywell Inc.'s common stock and/or options to purchase same, to be acquired by
corporations that qualify as Section 501(c)(3) public charities, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th
day of September, 1994, by the following director.
/s/ J. J. Howard
--------------------------------
J. J. HOWARD
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each to
act without the other, as his true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign a Registration Statement on the form prescribed by the
Securities and Exchange Commission for the registration of 2,000,000 shares of
Honeywell Inc.'s common stock and/or options to purchase same, to be acquired by
corporations that qualify as Section 501(c)(3) public charities, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th
day of September, 1994, by the following director.
/s/ B. E. Karatz
--------------------------------
B. E. KARATZ
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each to
act without the other, as his true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign a Registration Statement on the form prescribed by the
Securities and Exchange Commission for the registration of 2,000,000 shares of
Honeywell Inc.'s common stock and/or options to purchase same, to be acquired by
corporations that qualify as Section 501(c)(3) public charities, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th
day of September, 1994, by the following director.
/s/ D. L. Moore
--------------------------------
D. L. MOORE
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each to
act without the other, as his true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign a Registration Statement on the form prescribed by the
Securities and Exchange Commission for the registration of 2,000,000 shares of
Honeywell Inc.'s common stock and/or options to purchase same, to be acquired by
corporations that qualify as Section 501(c)(3) public charities, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th
day of September, 1994, by the following director.
/s/ A. B. Rand
--------------------------------
A. B. RAND
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each to
act without the other, as his true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign a Registration Statement on the form prescribed by the
Securities and Exchange Commission for the registration of 2,000,000 shares of
Honeywell Inc.'s common stock and/or options to purchase same, to be acquired by
corporations that qualify as Section 501(c)(3) public charities, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th
day of September, 1994, by the following director.
/s/ S. G. Rothmeier
--------------------------------
S. G. ROTHMEIER
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned director of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each to
act without the other, as his true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign a Registration Statement on the form prescribed by the
Securities and Exchange Commission for the registration of 2,000,000 shares of
Honeywell Inc.'s common stock and/or options to purchase same, to be acquired by
corporations that qualify as Section 501(c)(3) public charities, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th
day of September, 1994, by the following director.
/s/ M. W. Wright
--------------------------------
M. W. WRIGHT
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned officer of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D.
Grayson, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each to
act without the other, as his true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign a Registration Statement on the form prescribed by the
Securities and Exchange Commission for the registration of 2,000,000 shares of
Honeywell Inc.'s common stock and/or options to purchase same, to be acquired by
corporations that qualify as Section 501(c)(3) public charities, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 29th
day of December, 1994, by the following officer.
/s/ P. M. Palazzari
--------------------------------
P. M. PALAZZARI
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, That the undersigned officer of HONEYWELL
INC., a Delaware corporation, constitutes and appoints each of Edward D. Grayson
and Sigurd Ueland, Jr., with full power to each to act without the other, as his
true and lawful attorney-in-fact and agent with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on the form prescribed by the Securities and Exchange
Commission for the registration of 2,000,000 shares of Honeywell Inc.'s common
stock and/or options to purchase same, to be acquired by corporations that
qualify as Section 501(c)(3) public charities, and any or all amendments or
post-effective amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and to file the same with such state commissions and other
agencies as necessary, granting unto each such attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each such attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th
day of September, 1994, by the following officer.
/s/ W. M. Hjerpe
--------------------------------
W. M. HJERPE
<PAGE>
STOCK OPTION PLEDGE AGREEMENT
THIS AGREEMENT is made and entered into as of the 20th day of
April, 1993, by and between Honeywell Inc., a Delaware corporation
("Honeywell"), and the Honeywell Foundation (the "Foundation"), a Minnesota
corporation which has been qualified as a tax-exempt charitable corporation
under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended
(the "Code") and has been determined to be a private foundation within the
meaning of Section 509(a) of the Code.
WITNESSETH:
WHEREAS, Honeywell desires to make contributions to charitable
organizations established under Section 501(c)(3) of the Code to facilitate
the aims and purposes of same; and
WHEREAS, the Foundation is engaged in the business of sponsoring or
supporting non-profit activities and programs, which includes contributing
to unrelated charitable organizations which are also engaged in non-profit
activities and programs; and
WHEREAS, to facilitate the charitable objectives of Honeywell and the
Foundation, Honeywell has determined that it would be appropriate to pledge
an option to purchase shares of its common stock ("Honeywell Common Stock")
to the Foundation for the purpose of assisting the Foundation in making
charitable contributions in furtherance of charitable objectives;
NOW, THEREFORE, in consideration of the foregoing, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. PLEDGE OF OPTION. For no consideration, Honeywell hereby
pledges to the Foundation an option (the "Option") to purchase two million
(2,000,000) shares (each herein a "Share") of Honeywell Common Stock,
subject to adjustment as set forth below, on the terms and conditions
hereinafter set forth.
2. EXERCISE OF OPTION; TRANSFERABILITY. The Option shall be
exercisable in whole or in part, at any time, and from time to time during
the term thereof, by the Foundation, PROVIDED that any such exercise does
not constitute an act of "self dealing"
<PAGE>
within the meaning of Section 4941 of the Code. Irrespective of whether or
not the Foundation is able to exercise the Option without engaging in an
act of "self-dealing", the Foundation shall have the right, upon thirty
(30) days written notice to Honeywell, to transfer all or a portion of the
Option, with or without consideration, to one or more organizations,
unrelated to either the Foundation or Honeywell, which are qualified as
public charities under Section 501(c)(3) of the Code (each such
organization being herein referred to as the "Optionee"). Any such
transfer shall be evidenced by an agreement substantially in the form of
Exhibit A attached hereto. The Optionee shall have the right to exercise
the Option or portion thereof transferred, in whole but not in part. The
Optionee shall have no right to transfer the Option or such portion without
the prior written consent of Honeywell.
3. TERM. The term of the Option shall be for a period not to
exceed five (5) years, commencing as of April 20, 1993 and expiring on the
earlier of (x) the date on which all Shares subject thereto have been
purchased, or (y) April 20, 1998.
4. METHOD OF EXERCISE. At least five (5) days prior to the date
on which the Option or any portion thereof transferred to any Optionee is
to be exercised, the Foundation or such Optionee, as the case may be, shall
deliver to Honeywell written notice of its election to exercise the Option
or such portion, specifying the date and time for the purchase of the
Shares represented by same. The date specified in such notice shall be a
business day, and the time specified shall be during the regular business
hours of Honeywell.
5. EXERCISE PRICE. The purchase price for each Share subject to
the Option shall be Thirty Tbree Dollars ($33.00), which amount represents
the average of the high and low sale prices of Honeywell Common Stock on
April 20,1993 as quoted on the New York Stock Exchange. The per Share
purchase price shall be subject to adjustment as set forth in paragraph 7
hereinbelow.
6. PAYMENT AND DELIVERY OF SHARES. The Foundation or the
Optionee, as the case may be, shall, at the date and time specified in the
notice referred to in paragraph 4 hereinabove, deliver a bank cashier's or
treasurer's check or checks payable in New York Clearing House funds in the
amount of the aggregate purchase price for the Shares being purchased.
Arrangements may also be made for payment by wire transfer. The aggregate
purchase price shall be determined by multiplying the per Share purchase
price set forth in
- 2 -
<PAGE>
paragraph 5 hereinabove by the number of Shares being purchased, after
giving effect to any adjustments required pursuant to paragraph 7
hereinbelow. Such delivery shall be made to Honeywell at its principal
office in Minneapolis, Minnesota, and such check or checks, or wire
instructions shall be drawn to the order of Honeywell. Contemporaneously
with payment of the aggregate purchase price, Honeywell shall deliver to
the Foundation or any Optionee, as the case may be, duly endorsed and in
proper form for transfer, certificates representing the Shares of being
purchased.
The Foundation understands that the Option has not been registered
under the Securities Act of 1933, as amended (the "Act"). Honeywell hereby
undertakes to use its best efforts to register the Shares under the Act.
In connection with the registration of the Option and/or Shares under the
Act for purposes of resales by the Foundation, the Foundation agrees to
cooperate with Honeywell, including, but not limited to, providing
Honeywell with all the necessary information regarding the Foundation which
may be required to be disclosed in the Registration Statement or the
Prospectus relating to the Option and/or Shares.
If the Shares being purchased at any particular time have not been
registered under the Securities Act of 1933, as amended, then each
certificate representing the Shares being purchased shall bear the
following legend:
"The shares of stock represented by this certificate have
not been registered under the Securities Act of 1933, as
amended, and such shares may not be sold except pursuant to
an effective registration statement or an available
exemption from registration."
7. ADJUSTMENT OF OPTION SHARES. In the event of any merger,
reorganization, consolidation, recapitalization, separation, spin-off,
liquidation, stock dividend, split-up, share combination or other change in
the corporate or capital structure of Honeywell affecting Honeywell Common
Stock, such adjustment shall be made in the number and class of Shares
which may be delivered upon exercise of the Option or any portion thereof,
and in the number and class of and/or price of Shares subject to the
Option, as may be determined to be appropriate and equitable by Honeywell
in its sole discretion, to prevent dilution or enlargement of rights;
provided that the number of Shares subject to the Option shall always be a
whole number. Notwithstanding the foregoing, in the event any merger or
- 3 -
<PAGE>
consolidation is effected through the payment of cash for Honeywell Common
Stock, then upon exercise of the Option or any portion thereof, the
Foundation or any Optionee, as the case may be, shall be entitled to
receive the cash equivalent for the Shares subject to the Option or such
portion, determined based on the value of Honeywell Common Stock at the
time of such merger or consolidation, less the amount of the aggregate
exercise price of the Option or such portion.
8. REPRESENTATIONS BY HONEYWELL. Honeywell hereby makes the
following representations to the Foundation:
(a) Honeywell has full corporate power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby.
(b) On the date of delivery of the Shares to the Foundation
or any Optionee, the Shares will be free and clear of all claims and
encumbrances and the Foundation or such Optionee, as the case may be, shall
receive good and marketable title to the Shares, subject to any transfer
restrictions which may be applicable under federal or state securities
laws.
(c) Honeywell is a Delaware corporation in good standing
under the laws of the State of Delaware as of the date hereof and will be
at the closing of each purchase of Shares upon exercise of the Option.
9. REPRESENTATIONS BY THE FOUNDATION. The Foundation hereby
makes the following representations to Honeywell:
(a) The Foundation has full corporate power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby.
(b) The Foundation is acquiring the Option, and, to the
extent it is able to exercise the Option pursuant to the terms hereof, will
acquire the Shares issued upon exercise of the Option, for its own account
and not with a view to any resale or distribution thereof in violation of
applicable securities laws, and will not sell the Option or any portion
thereof or any Shares unless the Option or Shares are registered under the
Securities Act of 1933, as amended, or an exemption from registration is
available.
- 4 -
<PAGE>
(c) The Foundation is a corporation which has been
qualified as a tax-exempt charitable corporation under Section 501(c)(3) of
the Code and has been determined to be a private foundation within the
meaning of Section 509(a) of the Code.
10. DIVIDENDS; VOTING RIGHTS. Subject to paragraph 7 hereinabove,
all dividends declared upon Shares subject to the Option or any unexercised
portion thereof shall belong to Honeywell absolutely. Further, neither the
Foundation nor any Optionee shall have any voting rights or other rights of
a shareholder with respect to the Shares subject to the unexercised Option
or any unexercised portion thereof.
11. BINDING EFFECT. This Agreement shall be binding upon the
parties, their heirs, legal representatives, successors and assigns.
12. NON-WAIVER. No delay or failure by either party to exercise any
right under this Agreement, and no partial or single exercise of that
right, shall constitute a waiver of that or any other right, unless
otherwise expressly provided herein.
13. FURTHER ASSURANCES. Honeywell and the Foundation will execute
and deliver all such further documents and instruments and take all such
further action as may be necessary in order to consummate the transactions
contemplated hereby including, but not limited to, such documents and
instruments which may be related to any transfer of all or a portion of the
Option to any Optionee.
14. VALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.
15. NOTICES. All notices, requests, claims, demands, and other
communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly given if so given) if delivered in person, by
facsimile, telegraph or telex, or by registered or certified mail (postage
prepaid, return receipt requested) to the respective parties as follows:
- 5 -
<PAGE>
IF TO HONEYWELL:
Honeywell Inc.
Honeywell Plaza
MN12-8251
Minneapolis, Minnesota 55408
Attention: Warren E. Simpson, Esq.
Office of General Counsel
IF TO THE FOUNDATION:
Honeywell Foundation
Honeywell Plaza
MN12-5202
Minneapolis, Minnesota 55408
Attention: Ronald K. Speed, Vice President
Corporate Public Affairs
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of changes of address
shall only be effective upon receipt.
16. AMENDMENTS. This Agreement may not be amended or altered, in
whole or in part, unless pursuant to a written instrument signed by both
parties hereto.
17. GOVERNING LAW. This Agreement shall be construed in accordance
with and governed by the laws of the State of Minnesota, without giving
effect to the choice of law doctrine thereof.
18. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF the parties have signed this Agreement as of the
date first above written.
HONEYWELL INC. HONEYWELL FOUNDATION
By: /s/ David W. Devonshire By: /s/ Ronald K. Speed
-------------------------- --------------------------
David W. Devonshire Ronald K. Speed
Its: Vice President, Finance Its: Vice President,
------------------------- -------------------------
Corporate Public Affairs
- 6 -
<PAGE>
EXHIBIT A
STOCK OPTION TRANSFER AGREEMENT
THIS AGREEMENT is made and entered into as of______________, 199__ by
and between Honeywell Inc., a Delaware corporation ("Honeywell"), the
Honeywell Foundation (the "Foundation"), a corporation which has been
qualified as a tax-exempt charitable corporation under Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended (the "Code") and has been
determined to be a private foundation within the meaning of Section 509(a)
of the Code, and _______________________ (the "Optionee"), a ______________
corporation qualified as a tax-exempt charitable corporation under Section
501(c)(3) of the Code.
WITNESSETH:
WHEREAS, Honeywell and the Foundation have entered into that certain
Stock Option Pledge Agreement dated as of April 20, 1993 (the "Pledge
Agreement"), pursuant to which Honeywell has pledged to the Foundation an
option (the "Option") to purchase shares (each herein a "Share") of its
common stock ("Honeywell Common Stock"); and
WHEREAS, pursuant to the Pledge Agreement, the Foundation is
permitted, at any time, and from time to time, to transfer all or a portion
of the Option, to one or more organizations unrelated to the Foundation or
Honeywell, which are qualified as public charities under Section 501(c)(3)
of the Code; and
WHEREAS, the Foundation desires to transfer to the Optionee [all] [a
portion of the Option], and has requested Honeywell to enter into this
Agreement to effectuate such transfer;
NOW, THEREFORE, in consideration of the foregoing and the terms and
conditions set forth herein, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. OPTION. The Foundation hereby transfers to the Optionee, all of
its right, title and interest in and to [all] [a portion] of the Option
(such transferred Option or
<PAGE>
portion thereof of being hereinafter referred to as the "Transferred
Option") which represents the right to purchase____________ Shares at
a purchase price of Thirty-Three Dollars ($33.00) per Share.
[Recite consideration to be paid to the Foundation, if any.]
2. TERM. The Transferred Option may be exercised in whole, but not
in part, at any time on or before April 20, 1998.
3. METHOD OF EXERCISE. At least five (5) days prior to the date on
which the Transferred Option is to be exercised, the Optionee shall deliver
to Honeywell written notice of its election to exercise the Transferred
Option specifying the date and time for the purchase of the Shares
represented by same. The date specified in such notice shall be a business
day, and the time specified shall be during the regular business hours of
Honeywell.
4. PAYMENT AND DELIVERY OF SHARES. The Optionee shall, at the date
and time specified in the notice referred to in paragraph 3 hereinabove,
deliver a bank cashier's or treasurer's check or checks payable in New
York Clearing House funds in the amount of the aggregate purchase price for
the Shares being purchased. Arrangements may also be made for payment by
wire transfer. The aggregate purchase price shall be determined by
multiplying the per Share purchase price set forth in paragraph 1
hereinabove, by the number of Shares subject to the Transferred Option,
after giving effect to any adjustments determined pursuant to paragraph 5
hereinbelow. Such delivery shall be made to Honeywell at its principal
office in Minneapolis, Minnesota, and such check or checks, or wire
instructions shall be drawn to the order of Honeywell. Contemporaneously
with such payments, Honeywell shall deliver to the Optionee, duly endorsed
and in proper form for transfer, certificates representing the Shares being
purchased.
Honeywell shall advise the Optionee as to whether the Shares have been
registered under the Securities Act of 1933, as amended (the "Act"). In
connection with the registration of the Shares under the Act, the Optionee
agrees to cooperate with Honeywell and the Foundation, including, but not
limited to, providing Honeywell and the Foundation with all the necessary
information regarding the Optionee which may be required to be disclosed
in the Registration Statement or the Prospectus relating to the Shares.
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<PAGE>
If the Shares being purchased at any particular time have not been
registered under the Securities Act of 1933, as amended, then each
certificate representing the Shares being purchased shall bear the
following legend:
"The shares of stock represented by this certificate have not
been registered under the Securities Act of 1933, as amended, and
such shares may not be sold except pursuant to an effective
registration statement or an available exemption from
registration."
5. ADJUSTMENT OF OPTION SHARES. In the event of any merger,
reorganization, consolidation, recapitalization, separation, spin-off,
liquidation, stock dividend, split-up, share combination or other change in
the corporate or capital structure of Honeywell affecting Honeywell Common
Stock, such adjustment shall be made in the number and class of Shares
which may be delivered upon exercise of the Transferred Option, and in the
number and class of and/or price of Shares subject to the Transferred
Option, as may be determined to be appropriate and equitable by Honeywell
in its sole discretion, to prevent dilution or enlargement of rights;
provided that the number of Shares subject to the Transferred Option,
shall always be a whole number. Notwithstanding the foregoing, in the
event any merger or consolidation is effected through the payment of cash
for Honeywell Common Stock, then upon exercise of the Transferred Option
the Optionee shall be entitled to receive the cash equivalent for the
Shares subject to the Transferred Option, determined based on the value of
Honeywell Common Stock at the time of such merger or consolidation, less
the amount of the aggregate exercise price for the Transferred Option.
6. REPRESENTATIONS BY HONEYWELL. Honeywell hereby makes the
following representations to the Foundation and the Optionee:
(a) Honeywell has full corporate power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby.
(b) On the date of delivery of the Shares to the Optionee, the
Shares will be free and clear of all claims and encumbrances and the
Optionee shall receive good and marketable title to the Shares, subject to
any transfer restrictions which may be applicable under federal or state
securities laws.
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<PAGE>
(c) Honeywell is a Delaware corporation in good standing under
the laws of the State of Delaware as of the date hereof and will be at the
time of the purchase of Shares upon exercise of the Option.
7. REPRESENTATIONS BY THE OPTIONEE. The Optionee hereby makes
the following representations to the Foundation and Honeywell:
(a) The Optionee has full corporate power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby.
(b) The Optionee is an "accredited investor" as such term is
defined in Section 501 of Regulation D promulgated under the Act. The
Optionee is acquiring the Transferred Option, and, upon exercise of the
Transferred Option pursuant to the terms hereof, will acquire the Shares
issued upon exercise of the Transferred Option, for its own account and not
with a view to any resale or distribution thereof in violation of
applicable securities laws, and will not sell any Shares unless the Shares
are registered under the Securities Act of 1933, as amended, or an
exemption from registration is available.
(c) The Optionee is a ______________ corporation qualified as a
tax-exempt charitable corporation qualified as a public charity under
Section 501(c)(3) of the Code and is not related to either the Foundation
or Honeywell.
8. REPRESENTATIONS BY THE FOUNDATION. The Foundation hereby makes
the following representations to the Optionee:
(a) The Foundation has full corporate power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby.
(b) The Transferred Option shall be transferred free and clear
of all claims and encumbrances on the date of the delivery thereof to the
Optionee and the Optionee shall receive good and marketable title to the
Shares subject to any transfer restrictions which may be applicable under
federal or state securities laws.
(c) The Foundation is a corporation qualified as a tax-exempt
charitable corporation under Section 501(c)(3) of the Code and has been
determined to be a private foundation within the meaning of Section 509(a)
of the Code.
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<PAGE>
9. DIVIDENDS: VOTING RIGHTS. Subject to paragraph 5 hereinabove,
all dividends declared upon the Shares subject to the Transferred Option
prior to the date the Transferred Option is exercised shall belong to
Honeywell absolutely. Further, until such time as the Optionee exercises
the Transferred Option and the Shares are delivered pursuant to the terms
of this Agreement, Optionee shall have no voting rights or other rights of
a shareholder with respect to the Shares subject to the unexercised
Transferred Option.
10. BINDING EFFECT. This Agreement shall be binding upon the
parties, their heirs, legal representatives, and permitted successors and
assigns.
11. NON-ASSIGNABILITY. This Agreement may not be assigned by the
Optionee without the prior written consent of Honeywell and the Foundation.
12. NON-WAIVER. No delay or failure by any party to exercise any
right under this Agreement, and no partial or single exercise of that
right, shall constitute a waiver of that or any other right, unless
otherwise expressly provided herein.
13. FURTHER ASSURANCES. Honeywell, the Foundation and the Optionee
will execute and deliver all such further documents and instruments and
take all such further action as may be necessary in order to consummate the
transactions contemplated hereby, including, but not limited to, such
documents and instruments which may be related to any transfer of the
Shares to or by the Optionee.
14. VALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any
other provisions of this Agreement, which shall remain in full force and
effect.
15. NOTICES. All notices, requests, claims, demands, and other
communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly given if so given) if delivered in person, by
facsimile, telegraph or telex, or by registered or certified mail (postage
prepaid, return receipt requested) to the respective parties as follows:
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<PAGE>
IF TO HONEYWELL:
Honeywell Inc.
Honeywell Plaza
MN12-8251
Minneapolis, Minnesota 55408
Attention: Warren E. Simpson, Esq.
Office of General Counsel
IF TO THE FOUNDATION:
Honeywell Foundation
Honeywell Plaza
MN12-5202
Minneapolis, Minnesota 55408
Attention: Ronald K. Speed, Vice President
Corporate Public Affairs
IF TO THE OPTIONEE:
[ ]
[ ]
[ ]
or to such other address as any party may have furnished to the other, in
writing in accordance herewith, except that notices of changes of address
shall only be effective upon receipt.
16. AMENDMENTS. This Agreement may not be amended or altered, in
whole or in part, unless pursuant to a written instrument signed by all the
parties to this Agreement.
17. GOVERNING LAW. This Agreement shall be construed in accordance
with and governed by the laws of the State of Minnesota, without giving
effect to the choice of law doctrine thereof.
18. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
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<PAGE>
IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first above written.
[OPTIONEE]
By: ______________________________
Its: _____________________________
HONEYWELL INC
By: ______________________________
Its: _____________________________
HONEYWELL FOUNDATION
By: ______________________________
Its: _____________________________
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