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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
KEY TRONIC CORPORATION
----------------------
(Name of Issuer)
Common Stock, without par value
-------------------------------
(Title of class of securities)
493144 10 9
-------------
(CUSIP Number)
William E. Bowen
Vice President, Mergers and Acquisitions
Honeywell Inc.
Honeywell Plaza
Minneapolis, Minnesota 55408
(612) 951-3060
---------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
Copy to:
Herbert Henryson II, Esq.
Vice President and Deputy General Counsel
Honeywell Inc.
Honeywell Plaza
Minneapolis, Minnesota 55408
(612) 951-0592
June 16, 1995
------------------------------------------------------
(Date of event which requires filing of this Statement)
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 Statement because of Rule 13d-1(b)(3) or (4), check the following
box: / /
Check the following box if a fee is being paid with this Statement:
/ /
Page 1 of 12 Pages
Exhibit Index on Page 8
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- --------------------------------- -----------------------------------
CUSIP No. 493144 10 9 13D Page 2 of 12 Pages
- --------------------------------- -----------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Honeywell Inc.
I.R.S. Employer Identification No.: 41-0415010
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES
-----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
-----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 2 of 12 Pages
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Honeywell Inc. hereby amends its Schedule 13D (the "Schedule 13D")
relating to the Common Stock, without par value, of Key Tronic Corporation, a
Washington corporation. This Amendment No. 1 (Final Amendment) to the Schedule
13D is the first electronic amendment to a paper format Schedule 13D and
accordingly, pursuant to Rule 13d-2(c) under the Securities Exchange Act of
1934, as amended, the entire text of the Schedule 13D is restated herein
although the exhibits to the Schedule 13D are not restated electronically. An
amendment to Item 5 of the restated Schedule 13D is set forth at page 7 hereof.
Item 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the
Common Stock, without par value (the "Company Common Stock"), of Key Tronic
Corporation, a Washington corporation (the "Company"). The principal executive
offices of the Company are located at 4424 North Sullivan Road, Spokane,
Washington 99216.
Item 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Honeywell Inc., a Delaware
corporation ("Honeywell"). The principal executive offices of Honeywell are
located at Honeywell Plaza, Minneapolis, Minnesota 55408.
Honeywell is an international controls corporation that supplies
automation and control systems, components, products and services for homes and
buildings, industry, and space and aviation.
(a)-(c), (f). The name, business address, present principal
occupation or employment and citizenship of each executive officer and director
of Honeywell are set forth in Schedule I hereto.
(d)-(e). During the last five years, neither Honeywell, nor, to the
best of its knowledge, any of its executive officers and directors, has been
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 its or his being
subject to 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.
Page 3 of 12 Pages
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Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the terms of the Purchase and Sale Agreement referred to in Item 6
below, on July 30, 1993 Honeywell acquired 400,000 shares of Company Common
Stock and a warrant (the "Warrant") exercisable for an additional 300,000 shares
of Company Common Stock. The shares of Company Common Stock and the Warrant
were issued to Honeywell in partial consideration for the sale by Honeywell to
the Company of substantially all of the assets of the Keyboard Division of
Honeywell. Should Honeywell exercise the Warrant, all of the necessary funds
will be provided from Honeywell's general corporate funds, from borrowings under
its available lines of credit, from cancellation of indebtedness of the Company
to Honeywell, by surrender of shares of Company Common Stock or by application
of the net exercise provisions of the Warrant.
Item 4. PURPOSE OF TRANSACTION.
The Purchase and Sale Agreement was entered into by Honeywell in
connection with the proposed acquisition by Key Tronic of substantially all of
the assets of the Keyboard Division of Honeywell. The closing of the
transactions contemplated by the Purchase and Sale Agreement occurred on July
30, 1993 (the "Closing Date"). On the Closing Date Honeywell acquired the
shares of Company Common Stock and the Warrant reported in Item 5 below for
investment purposes.
Honeywell intends to review its investment in the Company on a
continuing basis and reserves the right to acquire additional shares of Company
Common Stock in the open market or in privately negotiated transactions or
otherwise, to maintain its holdings at current levels or to sell all or a
portion of its holdings in the open market or in privately negotiated
transactions or otherwise. Any such actions will depend upon, among other
things, the availability of shares of Company Common Stock for purchase at
satisfactory price levels; the continuing evaluation of the Company's business,
financial condition, operations and prospects; general market, economic and
other conditions; the relative attractiveness of alternative business and
investment opportunities; the availability of financing; the actions of the
management and Board of Directors of the Company; and other future developments.
As part of its review, Honeywell may have discussions with third
parties, including other shareholders of the Company, or with management of the
Company regarding the foregoing or ways
Page 4 of 12 Pages
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of improving the Company's performance and enhancing shareholder value.
Except as set forth above, neither Honeywell, nor, to the best of its
knowledge, any of its executive officers and directors, has any plans or
proposals which would result in or relate to any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on August 5, 1993, Honeywell owned
400,000 shares of Company Common Stock and by reason of ownership of the
Warrant, may be deemed to be the beneficial owner of the 300,000 shares of
Company Common Stock it has the right to acquire upon exercise of the
Warrant. Such shares, in the aggregate, represent approximately 8.20% of
the total number of shares of Company Common Stock issued and outstanding
after giving effect to the issuance of such shares, and approximately 6.19%
of such total number of shares on a fully diluted basis.
Except as set forth in this Item 5(a), neither Honeywell, nor, to the
best of its knowledge, any of its executive officers or directors, owns any
shares of Company Common Stock.
(b) Honeywell has sole power to vote or to direct the vote and sole
power to dispose or to direct the disposition of the shares of Company
Common Stock of which it has direct ownership. Honeywell does not
presently have the power to vote or to direct the vote or to dispose or to
direct the disposition of the shares of Company Common Stock it may be
deemed to beneficially own by reason of its ownership of the Warrant.
Should Honeywell ever exercise the Warrant, it will have the sole power to
vote or to direct the vote and sole power to dispose or to direct the
disposition of the shares of Company Common Stock acquired upon exercise
thereof.
(c) Within the past 60 days, Honeywell acquired the shares of Company
Common Stock and the Warrant referred to in Item 5(a) above pursuant to the
Purchase and Sale Agreement.
Except as set forth in this Item 5(c), neither Honeywell, nor, to the
best of its knowledge, any of its executive officers and directors, has
effected any
Page 5 of 12 Pages
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transaction in shares of Company Common Stock during the past 60 days.
(d) None.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
On May 26, 1993, Honeywell and the Company entered into a Purchase and
Sale Agreement which was amended and restated as of July 30, 1993 (the "Purchase
and Sale Agreement") providing for the sale of substantially all of the assets
of the Keyboard Division of Honeywell. The closing of the transactions
contemplated by the Purchase and Sale Agreement occurred on the Closing Date.
On the Closing Date Honeywell was issued the shares of Company Common Stock and
the Warrant referred to in Item 5(a) above and a promissory note (the "Note") of
the Company. The Warrant provides, among other things, for the sale by the
Company to Honeywell of 300,000 shares of Company Common Stock at an exercise
price of $14.00 per share, subject to certain antidilution adjustments. The
Note contains certain covenants of the Company typical in such instruments
relating to, among other things, limitations on indebtedness and payment of
dividends and restrictions on mergers, consolidations or sales of substantially
all of the Company's assets. On the Closing Date, Honeywell and the Company
also entered into a Registration Rights Agreement (the "Registration Rights
Agreement") pursuant to which the Company agreed to provide Honeywell with
certain registration rights under the Securities Act of 1933 with respect to the
shares of Company Common Stock issued to Honeywell on the Closing Date and the
shares of Company Common Stock which may be issued upon exercise of the Warrant,
including, up to three registrations upon the request of Honeywell at any time
after the first anniversary of the Closing Date.
Copies of the Purchase and Sale Agreement, the Warrant, the Note and
the Registration Rights Agreement are attached hereto as Exhibits 1, 2, 3 and 4,
respectively, and are incorporated herein by reference.
Except as set forth or incorporated by reference in this Item 6,
neither Honeywell, nor, to the best of its knowledge, any of its executive
officers and directors, has any contracts, arrangements, understandings or
relationships (legal or otherwise), with any person with respect to any
securities of the Company, including, but not limited to, those enumerated in
Item 6 of Schedule 13D.
Page 6 of 12 Pages
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Item 7. MATERIAL TO BE FILED AS EXHIBITS.
The Exhibit Index appearing on page 8 is incorporated herein by
reference.
AMENDMENTS TO SCHEDULE 13D
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to add the following.
On June 16, 1995, Honeywell sold 400,000 shares of Company Common
Stock for a price of $13.25 per share. The sale was placed through Genesis
Merchant Group Securities. By reason of ownership of the Warrant, Honeywell may
be deemed to be the beneficial owner of the 300,000 shares of Company Common
Stock it has the right to acquire upon exercise of the Warrant. Such shares
represent approximately 3.4% of the total number of shares of Company Common
Stock issued and outstanding after giving effect to the issuance of such shares.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
HONEYWELL INC.
By /s/ W. E. Bowen
------------------------------------
W. E. Bowen
Vice President, Mergers
and Acquisitions
Date: June 19, 1995
Page 7 of 12 Pages
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EXHIBIT INDEX
Page No. in
Sequentially
Exhibit No. Description of Exhibit Numbered Copy
- ---------- ---------------------- -------------
1 Purchase and Sale Agreement, 13
dated May 26, 1993, as amended
and restated as of July 30, 1993,
by and between Honeywell Inc.
and Key Tronic Corporation
2 Warrant, dated July 30, 1993 105
3 Promissory Note, dated 137
July 30, 1993
4 Registration Rights Agreement, 164
dated July 30, 1993, by and between
Honeywell Inc. and Key Tronic
Corporation
5 Joint Press Release issued by Honeywell 187
Inc. and Key Tronic Corporation on
May 26, 1993 announcing the transaction
6 Joint Press Release issued by Honeywell 189
Inc. and Key Tronic Corporation on July 30,
1993 announcing the closing of the
transaction
Page 8 of 12 Pages
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF HONEYWELL INC.
The names, business addresses and present principal occupations or
employments of the directors and executive officers of Honeywell are set forth
below. If no business address is given, the director's or officer's address is
Honeywell Inc., Honeywell Plaza, Minneapolis, Minnesota 55408. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
Honeywell. All of the persons listed below are citizens of the United States
except for R. Donald Fullerton who is a citizen of Canada and Jean-Pierre C.
Rosso who is a citizen of France.
DIRECTORS
(INCLUDING EXECUTIVE OFFICERS WHO ARE DIRECTORS)
Name and Present Principal
Business Address Occupation or Employment
---------------- ------------------------
ALBERT J. BACIOCCO, JR. President, the Baciocco
The Baciocco Group, Inc. Group, Inc., a consulting
7517 Walnut Hill Lane firm
Falls Church, VA 22042
ELIZABETH E. BAILEY John C. Hower Professor of
The Wharton School Public Policy and
The Univ. of Pennsylvania Management, The Wharton
Department of Public School, The University of
Policy and Management Pennsylvania
Steinberg Hall-Dietrich Hall
Suite 3100
Philadelphia, PA 19104-6372
MICHAEL R. BONSIGNORE Chairman of the Board and
Chief Executive Officer,
Honeywell Inc.
Page 9 of 12 Pages
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Name and Present Principal
Business Address Occupation or Employment
---------------- ------------------------
EARNEST HUBERT CLARK, JR. Chairman of the Board and
The Friendship Group Chief Executive Officer,
Koll Center Newport The Friendship Group,
West Tower, Suite 3000 an investment partnership
5000 Birch Street
Newport Beach, CA 92660-2140
WILLIAM H. DONALDSON Chairman of the Board and
The New York Stock Exchange, Inc. Chief Executive Officer,
11 Wall Street, 6th Floor The New York Stock Exchange,
New York, NY 10005 Inc.
R. DONALD FULLERTON Chairman, Executive
Canadian Imperial Bank of Commerce Committee, CIBC, a financial
Commerce Court West, Suite 3620 services institution
Toronto, Ontario
Canada M5L 1A2
GERALD GREENWALD Chairman, Tatra Truck Company,
c/o Debevoise and Plimpton Koprivnice, Czech Republic
875 Third Avenue, 20th Floor
New York, NY 10022
JAMES J. HOWARD III Chairman and Chief Executive
Northern States Power Company Officer, Northern States
414 Nicollet Mall, 5th Floor Power Company, a Minneapolis-
Minneapolis, MN 55401-1993 based energy company
GERI M. JOSEPH Senior Fellow, International
Hubert H. Humphrey Institute Programs, Hubert H. Humphrey
of Public Affairs Institute of Public Affairs
Hubert H. Humphrey Center
Room 163
301 - 19th Avenue South
University of Minnesota
Minneapolis, MN 55455
Page 10 of 12 Pages
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Name and Present Principal
Business Address Occupation or Employment
---------------- ------------------------
BRUCE E. KARATZ President and Chief
Kaufman and Broad Home Executive Officer, Kaufman
Corporation and Broad Home Corporation,
10877 Wilshire Boulevard an international residential
12th Floor and commercial builder based
Los Angeles, CA 90024 in Los Angeles
D. LARRY MOORE President and Chief
Operating Officer, Honeywell
Inc.
A. BARRY RAND Executive Vice President,
Xerox Corporation Xerox Corporation, a
800 Long Ridge Road document processing and
P.O. Box 1600 financial services company
Stamford, CT 06904-1600
JAMES J. RENIER Chairman, Executive Committee,
Honeywell Inc.
STEVEN G. ROTHMEIER President, Great Northern
Great Northern Capital Capital, an investment and
Interchange North, Suite 450 merchant banking firm
300 South Highway 169
Minneapolis, MN 55426
MICHAEL W. WRIGHT Chairman of the Board,
SUPERVALU INC. President and Chief
11840 Valley View Road Executive Officer, SUPERVALU
P.O. Box 990 INC., a food wholesaler and
Minneapolis, MN 55440 retail support company
Page 11 of 12 Pages
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EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Present Principal
Name Occupation or Employment
---- ------------------------
John R. Dewane Business President
Edward D. Grayson Vice President and
General Counsel
James J. Grierson Vice President, Business
Development
William J. Hjerpe Vice President
and Controller
Edward T. Hurd Business President
Mannie L. Jackson Senior Vice President,
Marketing and Administration
Jean-Pierre C. Rosso Business President
William L. Trubeck Senior Vice President and
Chief Financial Officer
Sigurd Ueland, Jr. Vice President
and Secretary
Carl L. Vignali Senior Vice President,
Operations
Page 12 of 12 Pages
