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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
filed pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 24, 1996
HONEYWELL INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-971 41-0415010
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
Honeywell Plaza, Minneapolis Minnesota 55408
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 951-1000
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N/A
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(Former name or former address, if changed since last report.)
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Item 5. OTHER EVENTS.
On April 24, 1996, Honeywell Inc. (the "Company") agreed to sell
$100,000,000 principal amount of its 6.60% Notes due April 15, 2001 (the
"2001 Notes") and $200,000,000 principal amount of its 7.125% Notes due April
15, 2008 (the "2008 Notes" and, together with the 2001 Notes, the "Notes"),
all pursuant to an Underwriting Agreement and applicable Pricing Agreements
each dated April 24, 1996, among the Company and Goldman, Sachs & Co., Chase
Securities Inc., Citicorp Securities, Inc. and J.P. Morgan Securities Inc.
The Notes will be issued pursuant to that certain Indenture dated as of
August 1, 1994 between the Company and The Chase Manhattan Bank (National
Association), as Trustee (the "Indenture"), and the Officers' Certificate and
Company Order dated April 29, 1996, pursuant to Sections 201, 301 and 303 of
the Indenture. The Notes have been registered under the Securities Act of
1933, as amended, by registrations statements on Form S-3, File Nos. 33-62300
and 333-2589.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement and applicable Pricing Agreements each dated
April 24, 1996, among the Company and Goldman, Sachs & Co., Chase
Securities Inc., Citicorp Securities, Inc. and J.P. Morgan Securities
Inc.
4.2 Officers' Certificate and Company Order dated April 29, 1996 pursuant
to Sections 201, 301 and 303 of the Indenture dated as of August 1,
1994, between the Company and The Chase Manhattan Bank (National
Association), as Trustee (excluding exhibits thereto)(relating to the
2001 Notes).
4.3 Officers' Certificate and Company Order dated April 29, 1996 pursuant
to Sections 201, 301 and 303 of the Indenture dated as of August 1,
1994, between the Company and The Chase Manhattan Bank (National
Association), as Trustee (excluding exhibits thereto)(relating to the
2008 Notes).
4.4 Specimen 2001 Note.
4.5 Specimen 2008 Note.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 29, 1996
HONEYWELL INC.
By /s/Paul N. Saleh
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Paul N. Saleh
Vice President and Treasurer
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INDEX TO EXHIBITS
(c) Exhibits Page No.
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1.1 Underwriting Agreement and applicable Pricing
Agreements each dated April 24, 1996, among the
Company and Goldman, Sachs & Co., Chase Securities
Inc., Citicorp Securities, Inc. and J.P. Morgan
Securities Inc. . . . . . . . . . . . . . . . . . . . . . . .
4.2 Officers' Certificate and Company Order dated April 29, 1996
pursuant to Sections 201, 301 and 303 of the Indenture dated
as of August 1, 1994, between the Company and The Chase
Manhattan Bank (National Association), as Trustee
(excluding exhibits thereto)(relating to the 2001 Notes). .
4.3 Officers' Certificate and Company Order dated April 29, 1996
pursuant to Sections 201, 301 and 303 of the Indenture dated
as of August 1, 1994, between the Company and The Chase
Manhattan Bank (National Association), as Trustee
(excluding exhibits thereto)(relating to the 2008 Notes). .
4.4 Specimen 2001 Note. . . . . . . . . . . . . . . . . . . . .
4.5 Specimen 2008 Note. . . . . . . . . . . . . . . . . . . . .
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HONEYWELL INC.
DEBT SECURITIES
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UNDERWRITING AGREEMENT
April 24, 1996
Goldman, Sachs & Co.,
Chase Securities Inc.
Citicorp Securities, Inc.
J.P. Morgan Securities Inc.
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004
Ladies and Gentlemen:
From time to time Honeywell, Inc., a Delaware corporation (the "Company"),
proposes to enter into one or more Pricing Agreements (each a "Pricing
Agreement") in the form of Annex I hereto, with such additions and deletions as
the parties thereto may determine, and, subject to the terms and conditions
stated herein and therein, to issue and sell to the firms named in Schedule I to
the applicable Pricing Agreement (such firms constituting the "Underwriters"
with respect to such Pricing Agreement and the securities specified therein)
certain of its debt securities (the "Securities") specified in Schedule II to
such Pricing Agreement (with respect to such Pricing Agreement, the "Designated
Securities").
The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.
1. Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to an Underwriter or Underwriters who act without any firm
being designated as its or their representatives. This Underwriting Agreement
shall not be construed as an obligation of the Company to sell any of the
Securities or as an obligation of any of the Underwriters to purchase the
Securities. The obligation of the Company to issue and sell any of the
Securities and the obligation of any of the Underwriters to purchase any of the
Securities shall be evidenced by the Pricing Agreement with respect to the
Designated Securities specified therein. Each Pricing Agreement shall specify
the aggregate principal amount of such Designated Securities, the initial public
offering price of such Designated Securities, the purchase price to the
Underwriters of such Designated Securities, the names of the Underwriters of
such Designated Securities, the names of the Representatives of such
Underwriters and the principal amount of such Designated Securities to be
purchased by each Underwriter and shall set forth the date, time and manner of
delivery of such Designated Securities and payment therefor. The Pricing
Agreement shall also specify
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(to the extent not set forth in the Indenture and the registration statement and
prospectus with respect thereto) the terms of such Designated Securities. A
Pricing Agreement shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of telegraphic communications
or any other rapid transmission device designed to produce a written record of
communications transmitted. The obligations of the Underwriters under this
Agreement and each Pricing Agreement shall be several and not joint.
2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) Two registration statements on Form S-3 (File Nos. 33-62300;
333-2589) in respect of the Securities have been filed with the Securities
and Exchange Commission (the "Commission"); such registration statements
and any post-effective amendment thereto, each in the form heretofore
delivered or to be delivered to the Underwriters, excluding exhibits to
such registration statements, but including all documents incorporated by
reference in the prospectus included in the latest registration statement
have been declared effective by the Commission in such form; no other
document with respect to such registration statements or with respect to
documents incorporated by reference therein has heretofore been filed or
transmitted for filing with the Commission (other than the prospectuses
filed pursuant to Rule 424(b) of the rules and regulations of the
Commission under the Securities Act of 1933, as amended (the "Act"), each
in the form heretofore delivered to the Underwriters); and no stop order
suspending the effectiveness of any such registration statement has been
issued and no proceeding for that purpose has been initiated or threatened
by the Commission (any preliminary prospectus included in such registration
statements or filed with the Commission pursuant to Rule 424(a) of the
rules and regulations of the Commission under the Act is hereinafter called
a "Preliminary Prospectus"; the various parts of such registration
statements, including all exhibits thereto and the documents incorporated
by reference in the prospectus contained in the registration statements at
the time such part of the registration statements became effective but
excluding Form T-1, each as amended at the time such part of the
registration statements became effective, are hereinafter collectively
called the "Registration Statement"; the prospectus (including, if
applicable, any prospectus supplement) relating to the Securities, in the
form in which it has most recently been filed, or transmitted for filing,
with the Commission on or prior to the date of this Agreement, is
hereinafter called the "Prospectus"; any reference herein to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to the
applicable form under the Act, as of the date of such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any
amendment or supplement to any Preliminary Prospectus or the Prospectus,
including any supplement to the Prospectus that sets forth only the terms
of a particular issue of the Securities (a "Pricing Supplement"), shall be
deemed to refer to and include any documents filed after the date of such
Preliminary Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated therein by reference; any reference to any amendment to the
Registration Statement shall be deemed to refer to and include any annual
report of the Company filed pursuant to Section 13(a) or 15(d) of the
Exchange Act after the effective date of the Registration Statement that is
incorporated by reference in the Registration Statement; and any reference
to the Prospectus as amended or supplemented shall be deemed to refer to
and include the
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Prospectus as amended or supplemented (including any applicable Pricing
Supplement filed in accordance with Section 4(a) hereof) in relation to
Securities to be sold pursuant to this Agreement, in the form filed or
transmitted for filing with the Commission pursuant to Rule 424(b) under
the Act and in accordance with Section 4(a) hereof, including any documents
incorporated by reference therein as of the date of such filing).
(b) (i) Each document, if any, filed or to be filed pursuant to the
Exchange Act and incorporated by reference in the Prospectus complied or
will comply when so filed in all material respects with the Exchange Act
and the applicable rules and regulations of the Commission thereunder, (ii)
each part of the Registration Statement, when such part became effective,
did not contain, and each such part, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, (iii) the Registration
Statement and the Prospectus comply, and, as amended or supplemented, if
applicable, will comply in all material respects with the Act and the
applicable rules and regulations of the Commission thereunder and (iv) the
Prospectus does not contain and, as amended or supplemented, if applicable,
will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that (1)
the representations and warranties set forth in this Section 1(b) do not
apply to statements or omissions in the Registration Statement or the
Prospectus based upon information relating to an Underwriter furnished to
the Company in writing by such Underwriter expressly for use therein.
(c) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware and
has the corporate power and authority to own its property and to conduct
its business as described in the Prospectus.
(d) Each subsidiary of the Company that is a "significant subsidiary"
as defined in Rule 1-02(v) of Regulation S-X under the Act has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation and has the
corporate power and authority to own its property and to conduct its
business as described in the Prospectus.
(e) Each of this Agreement and any applicable Pricing Agreement has
been duly authorized, executed and delivered by the Company.
(f) The Indenture dated as of August 1, 1994 (the "Indenture")
between the Company and The Chase Manhattan Bank (National Association), as
Trustee, has been duly qualified under the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act") and has been duly authorized, executed
and delivered by the Company and is a valid and binding agreement of the
Company, enforceable in accordance with its terms except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and (ii) rights of acceleration
and the availability of equitable remedies may be limited by equitable
principles of general applicability.
(g) The Securities have been duly authorized and, when Designated
Securities are executed, authenticated and issued in accordance with the
provisions of
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the Indenture and delivered to and paid for by the purchasers thereof, will
be entitled to the benefits of the Indenture and will be valid and binding
obligations of the Company, enforceable in accordance with their respective
terms except as (i) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights
generally and (ii) rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general applicability.
(h) The execution and delivery by the Company of, and the performance
by the Company of its obligations under, this Agreement, the Securities,
the Indenture and any applicable Pricing Agreement will not contravene any
provision of applicable law or the restated certificate of incorporation or
by-laws of the Company or any agreement or other instrument binding upon
the Company or any of its subsidiaries that is material to the Company and
its subsidiaries, taken as a whole, or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company or
any subsidiary, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement, the
Securities, the Indenture and any applicable Pricing Agreement, except such
as may be required by the Act, the Trust Indenture Act or the rules and
regulations of the Commission thereunder, all of which have been obtained,
or such as may be required by the securities or Blue Sky laws of the
various states in connection with the offer and sale of the Securities.
(i) Neither the Company nor any of its subsidiaries has sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any material loss or
interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set forth
or contemplated in the Prospectus; and, since the respective dates as of
which information is given in the Registration Statement and the
Prospectus, there has not been any material adverse change in the capital
stock or long-term debt of the Company or any of its subsidiaries or any
material adverse change, or any development which the Company has
reasonable cause to believe will involve a prospective material adverse
change, in or affecting the general affairs, management, financial
position, stockholders' equity or results of operations of the Company and
its subsidiaries, otherwise than as set forth or contemplated in the
Prospectus; and there has not occurred any material adverse change in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, from that
set forth in the Prospectus.
(j) There are no legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is a party or to
which any of the properties of the Company or any of its subsidiaries is
subject that are required to be described in the Registration Statement or
the Prospectus and are not so described or any material contracts or other
documents that are required to be described in the Registration Statement
or the Prospectus or to be filed or incorporated by reference as exhibits
to the Registration Statement that are not described, filed or incorporated
as required.
(k) Immediately after any sale of Securities by the Company hereunder
or under any Pricing Agreement, the aggregate amount of Securities which
shall have been issued and sold by the Company hereunder or under any
Pricing Agreement and
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of any debt securities of the Company (other than such Securities) that
shall have been issued and sold pursuant to the Registration Statement will
not exceed the amount of debt securities registered under the Registration
Statement.
(l) The accountants who certified the financial statements included
or incorporated by reference in the Prospectus are independent public
accountants within the meaning of the Act and the regulations thereunder.
3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.
4. Designated Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, in the form specified in such Pricing
Agreement, and in such authorized denominations and registered in such names as
the Representatives may request upon at least forty-eight hours' prior notice to
the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment to the
Company by such Underwriter or on its behalf of the purchase price therefor in
the funds specified in such Pricing Agreement, all in the manner and at the
place and time and date specified in such Pricing Agreement or at such other
place and time and date as the Representatives and the Company may agree upon in
writing, such time and date being herein called the "Time of Delivery" for such
Securities.
5. The Company agrees with each of the Underwriters of any Designated
Securities:
(a) To prepare the Prospectus as amended or supplemented in relation
to the applicable Designated Securities in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under
the Act not later than the Commission's close of business on the second
business day following the execution and delivery of the Pricing Agreement
relating to the applicable Designated Securities or, if applicable, such
earlier time as may be required by Rule 424(b); to make no further
amendment or any supplement to the Registration Statement or Prospectus as
amended or supplemented after the date of the Pricing Agreement relating to
such Securities and prior to the Time of Delivery for such Securities which
shall be disapproved by the Representatives for such Securities promptly
after reasonable notice thereof; to advise the Representatives promptly of
any such amendment or supplement after such Time of Delivery and furnish
the Representatives with copies thereof; to file promptly all reports and
any definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act for so long as the delivery of a prospectus is required
in connection with the offering or sale of such Securities, and during such
same period to advise the Representatives, promptly after it receives
notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to the
Prospectus or any amended Prospectus has been filed with the Commission, of
the issuance by the Commission of any stop order or of any order preventing
or suspending the use of any prospectus relating to the Securities, of the
suspension of the qualification of such Securities for offering or sale in
any jurisdiction, of the initiation or threatening of any proceeding for
any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any such stop order or of
any such order preventing or suspending
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the use of any prospectus relating to the Securities or suspending any such
qualification, to promptly use its best efforts to obtain the withdrawal of
such order;
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Securities for
offering and sale under the securities laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to permit
the continuance of sales and dealings therein in such jurisdictions for as
long as may be necessary to complete the distribution of such Securities,
provided that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction;
(c) To furnish the Underwriters with copies of the Prospectus as
amended or supplemented in such quantities as the Representatives may from
time to time reasonably request, and, if the delivery of a prospectus is
required at any time in connection with the offering or sale of the
Securities and if at such time any event shall have occurred as a result of
which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is delivered,
not misleading, or, if for any other reason it shall be necessary during
such same period to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus in
order to comply with the Act, the Exchange Act or the Trust Indenture Act,
to notify the Representatives and upon their request to file such document
and to prepare and furnish without charge to each Underwriter and to any
dealer in securities as many copies as the Representatives may from time to
time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance;
(d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c)
under the Act), an earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Act and the
rules and regulations of the Commission thereunder (including, at the
option of the Company, Rule 158); and
(e) During the period beginning from the date of the Pricing
Agreement for such Designated Securities and continuing to and including
the later of (i) the termination of trading restrictions for such
Designated Securities, as notified to the Company by the Representatives
and (ii) the Time of Delivery for such Designated Securities, not to offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Company which both mature more than nine months after such Time of Delivery
and which are substantially similar to such Designated Securities, without
the prior written consent of the Representatives.
6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among
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Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky
and Legal Investment Memoranda, closing documents (including any compilations
thereof) and any other documents in connection with the offering, purchase, sale
and delivery of the Securities; (iii) all expenses in connection with the
qualification of the Securities for offering and sale under state securities
laws as provided in Section 5(b) hereof, including the fees and disbursements of
counsel for the Company in connection with such qualification and in connection
with the Blue Sky and Legal Investment Surveys; (iv) any fees charged by
securities rating services for rating the Securities; (v) any filing fees
incident to, and the fees and disbursements of counsel for the Underwriters in
connection with, any required review by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of
preparing the Securities; (vii) the fees and expenses of any Trustee and any
agent of any Trustee and the fees and disbursements of counsel for any Trustee
in connection with any Indenture and the Securities; and (viii) all other costs
and expenses incident to the performance of its obligations hereunder which are
not otherwise specifically provided for in this Section. It is understood,
however, that, except as provided in this Section, and Sections 8 and 11 hereof,
the Underwriters will pay all of their own costs and expenses, including the
fees of their counsel, transfer taxes on resale of any of the Securities by
them, and any advertising expenses connected with any offers they may make and
any tombstone ads they may place.
7. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:
(a) The Prospectus as amended or supplemented in relation to the
applicable Designated Securities shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for
such filing by the rules and regulations under the Act and in accordance
with Section 5(a) hereof; no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of the
Commission shall have been complied with to the Representatives' reasonable
satisfaction;
(b) Davis Polk & Wardwell, counsel to the Underwriters, shall have
furnished to the Representatives such opinion or opinions, dated the Time
of Delivery, with respect to the matters covered in paragraphs (iii), (iv),
(v), (vii) (but only as to the statements in the Prospectus, as then
amended or supplemented, under the captions "Description of Debt
Securities", "Description of Notes", "Plan of Distribution" and
"Underwriting"), (ix)(2) and (x) of subsection (d) below, as well as such
other related matters as such Representatives may reasonably request and in
each case such counsel shall have received such papers and information as
they may reasonably request to enable them to pass upon such matters;
(c) Dorsey & Whitney, counsel to the Company, shall have furnished to
the Representatives such opinion or opinions, dated the Time of Delivery,
with respect to the matters covered in paragraphs (iii), (iv), (v), (vii)
(but only as to the statements in the Prospectus, as then amended or
supplemented, under the captions "Description of
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Debt Securities", "Description of Notes", "Plan of Distribution" and
"Underwriting") and (ix)(2) of subsection (d) below, as well as such other
related matters as the Representatives may reasonably request, in form and
substance satisfactory to the Representatives;
(d) Edward D. Grayson, Esq., Vice President and General Counsel of
the Company, shall have furnished to the Representatives his written
opinion, dated the Time of Delivery, in form and substance satisfactory to
the Representatives, to the effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware and has the corporate power and corporate authority to own
its property and conduct its business as described in the Prospectus
as amended or supplemented;
(ii) Each subsidiary of the Company that is a "significant
subsidiary" as defined in Rule 1-02(v) of Regulation S-X under the Act
has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction of its incorporation
and has the corporate power and corporate authority to own its
property and to conduct its business as described in the Prospectus,
as amended or supplemented;
(iii) Each of this Agreement and the Pricing Agreement with
respect to the Designated Securities has been duly authorized,
executed and delivered by the Company;
(iv) The Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by
the Company and (assuming the Indenture has been duly authorized,
executed and delivered by the Trustee) is a valid and binding
agreement of the Company, enforceable in accordance with its terms
except to the extent that enforcement thereof may be limited by (a)
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws now or hereafter in effect relating
to or affecting creditors' rights generally and (b) general principles
of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity);
(v) The Designated Securities have been duly authorized and
executed by the Company and, when authenticated by the Trustee in
accordance with the terms of the Indenture and delivered to and paid
for by Underwriters, will constitute valid and binding obligations of
the Company, entitled to the benefits of the Indenture and enforceable
in accordance with their respective terms except to the extent that
enforcement thereof may be limited by (a) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting creditors'
rights generally and (b) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in
equity);
(vi) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement,
the Pricing Agreement, the Indenture and the Designated Securities
will not contravene any provision of any applicable laws of the United
States or the States of New York or Minnesota or the certificate of
incorporation or by-laws of the Company or,
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to the best of such counsel's knowledge, any agreement or other
instrument binding upon the Company or any of its subsidiaries that is
material to the Company and its subsidiaries, taken as a whole, or, to
the best of such counsel's knowledge, any judgment, order or decree of
any governmental body, agency or court having jurisdiction over the
Company or any subsidiary, and no consent, approval, authorization or
order of or qualification with any governmental body or agency is
required for the performance by the Company of its obligations under
this Agreement, the Pricing Agreement, the Indenture or the Designated
Securities, except such as may be required by the Act, the Trust
Indenture Act or the rules and regulations of the Commission
thereunder, all of which have been obtained or such as may be required
by the securities or Blue Sky laws of the various states in connection
with the offer and sale of the Securities;
(vii) The statements in the Prospectus, as then amended or
supplemented, under the captions "The Company - Litton Litigation"
"Description of Debt Securities", "Description of Notes", "Plan of
Distribution" and "Underwriting" in each case insofar as such
statements constitute summaries of the legal matters, documents or
proceedings referred to therein, fairly present the information called
for with respect to such legal matters, documents and proceedings and
fairly summarize the matters referred to therein;
(viii) After due inquiry, such counsel does not know of any legal
or governmental proceedings pending or threatened to which the Company
or any of its subsidiaries is a party or to which any of the
properties of the Company or any of its subsidiaries is subject that
are required to be described in the Registration Statement or the
Prospectus, as amended or supplemented, and are not so described or of
any material contracts or other documents that are required to be
described in the Registration Statement or the Prospectus, as amended
or supplemented, or to be filed as exhibits to the Registration
Statement and are not described or filed as required;
(ix) (1) each document, if any, filed pursuant to the Exchange
Act and incorporated by reference in the Prospectus, as amended or
supplemented (except for financial statements, related schedules and
other financial data included therein, as to which such counsel need
not express any opinion), complied when so filed as to form in all
material respects with the Exchange Act and the applicable rules and
regulations of the Commission thereunder, and (2) the Registration
Statement, as of its effective date, and the Prospectus, as amended or
supplemented, as of its date (except for financial statements, related
schedules and other financial data included therein, as to which such
counsel need not express any opinion), complied as to form in all
material respects with the Act and the applicable rules and
regulations of the Commission thereunder;
(x) Nothing has come to such counsel's attention that causes
such counsel to believe that (other than the financial statements,
related schedules and other financial data included therein, as to
which such counsel need make no statement, and the Form T-1 included
therein) (1) the Registration Statement, at the time the Registration
Statement became effective, or if an
9
<PAGE>
amendment to the Registration Statement or to any document
incorporated by reference therein has been filed by the Company with
the Commission subsequent to the effectiveness of the Registration
Statement, then at the time of the most recent such filing, contained
or contains an untrue statement of a material fact or omitted or omits
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or (2) that the
Prospectus, as amended or supplemented at the date of delivery of such
opinion, contains an untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;
(e) On the date of the Pricing Agreement for such Designated
Securities and at the Time of Delivery for such Designated Securities, the
independent accountants of the Company who have certified the financial
statements of the Company and its subsidiaries included or incorporated by
reference in the Registration Statement shall have furnished to the
Representatives a letter, dated the effective date of the Registration
Statement or the date of the most recent report filed with the Commission
containing financial statements and incorporated by reference in the
Registration Statement, if the date of such report is later than such
effective date, and a letter dated such Time of Delivery, respectively, to
the effect set forth in Annex II hereto, and with respect to such letter
dated such Time of Delivery, as to such other matters as the
Representatives may reasonably request and in form and substance
satisfactory to the Representatives;
(f) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus as amended prior to
the date of the Pricing Agreement relating to the Designated Securities any
loss or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set forth
or contemplated in the Prospectus as amended prior to the date of the
Pricing Agreement relating to the Designated Securities, and (ii) since the
respective dates as of which information is given in the Prospectus as
amended or supplemented prior to the date of the Pricing Agreement relating
to the Designated Securities there shall not have been any change in the
capital stock or long-term debt of the Company or any of its subsidiaries
or any change, or any development reasonably expected to involve a
prospective change, in or affecting the general affairs, management,
financial position, stockholders' equity or results of operations of the
Company and its subsidiaries, otherwise than as set forth or contemplated
in the Prospectus as amended or supplemented prior to the date of the
Pricing Agreement relating to the Designated Securities, the effect of
which, in any such case described in Clause (i) or (ii), is in the judgment
of the Representatives so material and adverse as to make it impracticable
or inadvisable to proceed with the public offering or the delivery of the
Designated Securities on the terms and in the manner contemplated in the
Prospectus as first amended or supplemented relating to the Designated
Securities;
(g) On or after the date of the Pricing Agreement relating to the
Designated Securities (i) no downgrading shall have occurred in the rating
accorded the Company's debt securities by any "nationally recognized
statistical rating organization", as that term is defined by the Commission
for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization
shall have publicly announced that it has under surveillance
10
<PAGE>
or review, with possible negative implications, its rating of any of the
Company's debt securities;
(h) On or after the date of the Pricing Agreement relating to the
Designated Securities there shall not have occurred any of the following:
(i) a suspension or material limitation in trading in securities generally
on the New York Stock Exchange; (ii) a suspension or material limitation in
trading in the Company's securities on the New York Stock Exchange; (iii) a
general moratorium on commercial banking activities in New York City
declared by either Federal or New York State authorities; or (iv) the
outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, if the
effect of any such event specified in this Clause (iv) in the judgment of
the Representatives makes it impracticable or inadvisable to proceed with
the public offering or the delivery of the Designated Securities on the
terms and in the manner contemplated in the Prospectus as first amended or
supplemented relating to the Designated Securities; and
(i) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Securities a
certificate or certificates of officers of the Company satisfactory to the
Representatives as to the accuracy of the representations and warranties of
the Company herein at and as of such Time of Delivery, as to the
performance by the Company of all of its obligations hereunder to be
performed at or prior to such Time of Delivery, as to the matters set forth
in subsections (a) and (f) of this Section and as to such other matters as
the Representatives may reasonably request.
8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; PROVIDED, HOWEVER, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Securities through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities.
(b) Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement,
11
<PAGE>
the Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Securities, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse the Company for
any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are
incurred.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without
the written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an
actual or potential party to such action or claim) unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of any indemnified party.
(d) If the indemnification provided for in this Section 8 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters of the Designated Securities
on the other from the offering of the Designated Securities to which such loss,
claim, damage or liability (or action in respect thereof) relates. If, however,
the allocation provided by the immediately preceding sentence is not permitted
by applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such
12
<PAGE>
amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of the Designated
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Underwriters on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by PRO RATA allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the applicable Designated Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the
Underwriters of Designated Securities in this subsection (d) to contribute are
several in proportion to their respective underwriting obligations with respect
to such Securities and not joint.
(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to purchase
the Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms. In the event that, within
the respective prescribed period, the Representatives notify the Company that
they have so arranged for the purchase of such Designated Securities, or the
13
<PAGE>
Company notifies the Representatives that it has so arranged for the purchase of
such Designated Securities, the Representatives or the Company shall have the
right to postpone the Time of Delivery for such Designated Securities for a
period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as used
in this Agreement shall include any person substituted under this Section with
like effect as if such person had originally been a party to the Pricing
Agreement with respect to such Designated Securities.
(b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Designated Securities which such Underwriter agreed to
purchase under such Pricing Agreement) of the Designated Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.
(c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.
11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Sections 6 and 8 hereof; but, if for any other reason
Designated Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters
14
<PAGE>
through the Representatives for all out-of-pocket expenses approved in writing
by the Representatives, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of such Designated Securities, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Securities
except as provided in Sections 6 and 8 hereof.
12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement: Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.
13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Sections 8 and 10 hereof, the officers and directors of the Company
and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.
14. Time shall be of the essence of each Pricing Agreement. As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.
15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
16. This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
15
<PAGE>
IF THE FOREGOING IS IN ACCORDANCE WITH YOUR UNDERSTANDING, PLEASE SIGN AND
RETURN TO US EIGHT COUNTERPARTS HEREOF.
Very truly yours,
HONEYWELL INC.
By:
-----------------------------------
Name:
Title:
Accepted as of the date hereof:
Goldman, Sachs & Co.
Chase Securities Inc.
Citicorp Securities, Inc.
J.P. Morgan Securities Inc.
By:
-----------------------------------
(Goldman, Sachs & Co.)
16
<PAGE>
ANNEX 1
PRICING AGREEMENT
Goldman, Sachs & Co.,
Chase Securities Inc.
Citicorp Securities, Inc.
J.P. Morgan Securities Inc.
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004
Ladies and Gentlemen:
Honeywell Inc., a Delaware corporation (the "Company"), proposes, subject to
the terms and conditions stated herein and in the Underwriting Agreement, dated
April __, 1996 (the "Underwriting Agreement"), between the Company on the one
hand and Goldman, Sachs & Co., Chase Securities Inc., Citicorp Securities, Inc.
and J.P. Morgan Securities Inc. on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, the Company agrees to issue and sell
to each of the Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II hereto, the
principal amount of Designated Securities set forth opposite the name of such
Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us eight counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the
1
<PAGE>
Underwriters, this letter and such acceptance hereof, including the provisions
of the Underwriting Agreement incorporated herein by reference, shall constitute
a binding agreement between each of the Underwriters and the Company. It is
understood that your acceptance of this letter on behalf of each of the
Underwriters is or will be pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be submitted to the
Company for examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
HONEYWELL INC.
By:
-----------------------------------
Name:
Title:
Accepted as of the date hereof:
Goldman, Sachs & Co.
Chase Securities Inc.
Citicorp Securities, Inc.
J.P. Morgan Securities Inc.
By:
-----------------------------------
(Goldman, Sachs & Co.)
2
<PAGE>
SCHEDULE I
PRINCIPAL
AMOUNT OF
DESIGNATED
SECURITIES
TO BE
UNDERWRITER PURCHASED
----------- ---------
Goldman, Sachs & Co. $
Chase Securities Inc.
Citicorp Securities, Inc.
J.P. Morgan Securities Inc.
Total $
3
<PAGE>
SCHEDULE II
Title of Designated Securities:
AGGREGATE PRINCIPAL AMOUNT:
PRICE TO PUBLIC:
_____% of the principal amount of the Designated Securities, plus accrued
interest if any from to
PURCHASE PRICE BY UNDERWRITERS:
_____%% of the principal amount of the Designated Securities, plus accrued
interest from to
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to
be made available for checking by the Representatives at least twenty-four
hours prior to the Time of Delivery at the office of DTC
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Same-day funds
TIME OF DELIVERY:
a.m. (New York City time), _________, 19__
INDENTURE:
Indenture dated as of August 1, 1994, between the Company and The Chase
Manhattan Bank (National Association), as Trustee
MATURITY:
INTEREST RATE:
%
INTEREST PAYMENT DATES:
REDEMPTION PROVISIONS:
4
<PAGE>
SINKING FUND PROVISIONS:
No sinking fund provisions
DEFEASANCE PROVISIONS:
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Davis Polk & Wardwell, 450 Lexington Avenue, New York, NY 10017
ADDITIONAL CLOSING CONDITIONS:
NAMES AND ADDRESSES OF REPRESENTATIVES:
OTHER TERMS:
5
<PAGE>
ANNEX II
Pursuant to Section 7(e) of the Underwriting Agreement, the accountants shall
furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder;
(ii) In their opinion, the financial statements and any supplementary
financial information and schedules audited (and, if applicable, financial
forecasts and/or pro forma financial information) examined by them and
included or incorporated by reference in the Registration Statement or the
Prospectus comply as to form in all material respects with the applicable
accounting requirements of the Act or the Exchange Act, as applicable, and
the related published rules and regulations thereunder; and, if applicable,
they have made a review in accordance with standards established by the
American Institute of Certified Public Accountants of the consolidated
interim financial statements, selected financial data, pro forma financial
information, financial forecasts and/or condensed financial statements
derived from audited financial statements of the Company for the periods
specified in such letter, as indicated in their reports thereon, copies of
which have been separately furnished to the representative or
representatives of the Underwriters (the "Representatives") such term to
include an Underwriter or Underwriters who act without any firm being
designated as its or their representatives;
(iii) They have made a review in accordance with standards established
by the American Institute of Certified Public Accountants of the unaudited
condensed consolidated statements of income, consolidated balance sheets
and consolidated statements of cash flows included in the Prospectus and/or
included in the Company's quarterly report on Form 10-Q incorporated by
reference into the Prospectus as indicated in their reports thereon, copies
of which have been separately furnished to the Representatives and attached
hereto; and on the basis of specified procedures including inquiries of
officials of the Company who have responsibility for financial and
accounting matters regarding whether the unaudited condensed consolidated
financial statements referred to in paragraph (vi)(A)(i) below comply as to
form in all material respects with the applicable accounting requirements
of the Act and the Exchange Act and the related published rules and
regulations, nothing came to their attention that caused them to believe
that the unaudited condensed consolidated financial statements do not
comply as to form in all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the related published
rules and regulations;
(iv) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the Company
for the five most recent fiscal years included in the Prospectus and
included or incorporated by reference in Item 6 of the Company's Annual
Report on Form 10-K for the most recent fiscal year agrees with the
corresponding amounts (after restatement where applicable) in the audited
consolidated financial statements for five such fiscal years which were
included or incorporated by reference in the Company's Annual Reports on
Form 10-K for such fiscal years;
(v) They have compared the information in the Prospectus under
selected
1
<PAGE>
captions with the disclosure requirements of Regulation S-K and on the
basis of limited procedures specified in such letter nothing came to their
attention as a result of the foregoing procedures that caused them to
believe that this information does not conform in all material respects
with the disclosure requirements of Items 301, 302, 402 and 503(d),
respectively, of Regulation S-K;
(vi) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited financial statements and other
information referred to below, a reading of the latest available interim
financial statements of the Company and its subsidiaries, inspection of the
minute books of the Company and its subsidiaries since the date of the
latest audited financial statements included or incorporated by reference
in the Prospectus, inquiries of officials of the Company and its
subsidiaries responsible for financial and accounting matters and such
other inquiries and procedures as may be specified in such letter, nothing
came to their attention that caused them to believe that:
(A) (i) the unaudited condensed consolidated statements of
income, consolidated balance sheets and consolidated statements of
cash flows included in the Prospectus and/or included or incorporated
by reference in the Company's Quarterly Reports on Form 10-Q
incorporated by reference in the Prospectus do not comply as to form
in all material respects with the applicable accounting requirements
of the Exchange Act and the related published rules and regulations,
or (ii) any material modifications should be made to the unaudited
condensed consolidated statements of income, consolidated balance
sheets and consolidated statements of cash flows included in the
Prospectus or included in the Company's Quarterly Reports on Form 10-Q
incorporated by reference in the Prospectus for them to be in
conformity with generally accepted accounting principles;
(B) any other unaudited income statement data and balance sheet
items included in the Prospectus do not agree with the corresponding
items in the unaudited consolidated financial statements from which
such data and items were derived, and any such unaudited data and
items were not determined on a basis substantially consistent with the
basis for the corresponding amounts in the audited consolidated
financial statements included or incorporated by reference in the
Company's Annual Report on Form 10-K for the most recent fiscal year;
(C) the unaudited financial statements which were not included
in the Prospectus but from which were derived the unaudited condensed
financial statements referred to in clause (A) and any unaudited
income statement data and balance sheet items included in the
Prospectus and referred to in Clause (B) were not determined on a
basis substantially consistent with the basis for the audited
financial statements included or incorporated by reference in the
Company's Annual Report on Form 10-K for the most recent fiscal year;
(D) any unaudited pro forma consolidated condensed financial
statements included or incorporated by reference in the Prospectus do
not comply as to form in all material respects with the applicable
accounting requirements of the Act and the published rules and
regulations thereunder or the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of those
statements;
2
<PAGE>
(E) as of a specified date not more than five days prior to the
date of such letter, there have been any changes in the consolidated
capital stock (other than issuances of capital stock upon exercise of
options and stock appreciation rights, upon earn-outs of performance
shares and upon conversions of convertible securities, in each case
which were outstanding on the date of the latest balance sheet
included or incorporated by reference in the Prospectus) or any
increase in the consolidated long-term debt of the Company and its
subsidiaries, or any decreases in consolidated net current assets or
stockholders' equity or other items specified by the Representatives,
or any increases in any items specified by the Representatives, in
each case as compared with amounts shown in the latest balance sheet
included or incorporated by reference in the Prospectus, except in
each case for changes, increases or decreases which the Prospectus
discloses have occurred or may occur or which are described in such
letter; and
(F) for the period from the date of the latest financial
statements included or incorporated by reference in the Prospectus to
the specified date referred to in Clause (E) there were any decreases
in consolidated net revenues or operating profit or the total or per
share amounts of consolidated net income or other items specified by
the Representatives, or any increases in any items specified by the
Representatives, in each case as compared with the comparable period
of the preceding year and with any other period of corresponding
length specified by the Representatives, except in each case for
increases or decreases which the Prospectus discloses have occurred or
may occur or which are described in such letter; and
(vii) In addition to the audit referred to in their report(s) included
or incorporated by reference in the Prospectus and the limited procedures,
inspection of minute books, inquiries and other procedures referred to in
paragraphs (iii) and (vi) above, they have carried out certain specified
procedures, not constituting an audit in accordance with generally accepted
auditing standards, with respect to certain amounts, percentages and
financial information specified by the Representatives which are derived
from the general accounting records of the Company and its subsidiaries,
which appear in the Prospectus (excluding documents incorporated by
reference), or in Part II of, or in exhibits and schedules to, the
Registration Statement specified by the Representatives or in documents
incorporated by reference in the Prospectus specified by the
Representatives, and have compared certain of such amounts, percentages and
financial information with the accounting records of the Company and its
subsidiaries and have found them to be in agreement.
All references in this Annex II to the Prospectus shall be deemed to refer to
the Prospectus (including the documents incorporated by reference therein) as
defined in the Underwriting Agreement as of the date of the letter delivered on
the date of the Pricing Agreement for purposes of such letter and to the
Prospectus as amended or supplemented (including the documents incorporated by
reference therein) in relation to the applicable Designated Securities for
purposes of the letter delivered at the Time of Delivery for such Designated
Securities.
3
<PAGE>
PRICING AGREEMENT
Goldman, Sachs & Co., April 24, 1996
Chase Securities Inc.
Citicorp Securities, Inc.
J.P. Morgan Securities Inc.
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004
Ladies and Gentlemen:
Honeywell Inc., a Delaware corporation (the "Company"), proposes, subject
to the terms and conditions stated herein and in the Underwriting Agreement,
dated April 24, 1996 (the "Underwriting Agreement"), between the Company on the
one hand and Goldman, Sachs & Co., Chase Securities Inc., Citicorp Securities,
Inc. and J.P. Morgan Securities Inc. on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us eight counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the
1
<PAGE>
Underwriters, this letter and such acceptance hereof, including the provisions
of the Underwriting Agreement incorporated herein by reference, shall constitute
a binding agreement between each of the Underwriters and the Company. It is
understood that your acceptance of this letter on behalf of each of the
Underwriters is or will be pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be submitted to the
Company for examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
HONEYWELL INC.
By:
-------------------------------
Name:
Title:
Accepted as of the date hereof:
Goldman, Sachs & Co.
Chase Securities Inc.
Citicorp Securities, Inc.
J.P. Morgan Securities Inc.
By:
----------------------
(Goldman, Sachs & Co.)
2
<PAGE>
SCHEDULE I
PRINCIPAL
AMOUNT OF
DESIGNATED
SECURITIES
TO BE
PURCHASED
---------
UNDERWRITERS
- ------------
Goldman, Sachs & Co. $ 50,000,000
Chase Securities Inc. 50,000,000
Citicorp Securities, Inc. 50,000,000
J.P. Morgan Securities Inc. 50,000,000
------------
Total $200,000,000
<PAGE>
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
7.125% Notes Due April 15, 2008
AGGREGATE PRINCIPAL AMOUNT:
$200,000,000
PRICE TO PUBLIC:
99.717% of the principal amount of the Designated Securities, plus accrued
interest from April 15, 1996 to April 29, 1996
PURCHASE PRICE BY UNDERWRITERS:
99.042% of the principal amount of the Designated Securities, plus accrued
interest from April 15, 1996 to April 29, 1996
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to
be made available for checking by the Representatives at least twenty-four
hours prior to the Time of Delivery at the office of DTC
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Same-day funds
TIME OF DELIVERY:
10:00 a.m. (New York City time), April 29, 1996
INDENTURE:
Indenture dated as of August 1, 1994, between the Company and The Chase
Manhattan Bank (National Association), as Trustee
MATURITY:
April 15, 2008
INTEREST RATE:
7.125%
INTEREST PAYMENT DATES:
April 15 and October 15
REDEMPTION PROVISIONS:
(Not applicable)
SINKING FUND PROVISIONS:
(Not applicable)
DEFEASANCE PROVISIONS:
The defeasance provisions of the Indenture, including Sections 403 and
1009, will be applicable to the Designated Securities
<PAGE>
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Davis Polk & Wardwell, 450 Lexington Avenue, New York, NY 10017
ADDITIONAL CLOSING CONDITIONS:
(Not applicable)
NAMES AND ADDRESSES OF REPRESENTATIVES:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 1004
Chase Securities Inc.
270 Park Avenue
New York, New York 10017
Citicorp Securities, Inc.
399 Park Avenue
New York, New York 10043
J. P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
OTHER TERMS:
(Not applicable)
<PAGE>
PRICING AGREEMENT
Goldman, Sachs & Co., April 24, 1996
Chase Securities Inc.
Citicorp Securities, Inc.
J.P. Morgan Securities Inc.
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004
Ladies and Gentlemen:
Honeywell Inc., a Delaware corporation (the "Company"), proposes, subject
to the terms and conditions stated herein and in the Underwriting Agreement,
dated April 24, 1996 (the "Underwriting Agreement"), between the Company on the
one hand and Goldman, Sachs & Co., Chase Securities Inc., Citicorp Securities,
Inc. and J.P. Morgan Securities Inc. on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us eight counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the
1
<PAGE>
Underwriters, this letter and such acceptance hereof, including the provisions
of the Underwriting Agreement incorporated herein by reference, shall constitute
a binding agreement between each of the Underwriters and the Company. It is
understood that your acceptance of this letter on behalf of each of the
Underwriters is or will be pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be submitted to the
Company for examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
HONEYWELL INC.
By:
-------------------------------
Name:
Title:
Accepted as of the date hereof:
Goldman, Sachs & Co.
Chase Securities Inc.
Citicorp Securities, Inc.
J.P. Morgan Securities Inc.
By:
----------------------------
(Goldman, Sachs & Co.)
2
<PAGE>
SCHEDULE I
PRINCIPAL
AMOUNT OF
DESIGNATED
SECURITIES
TO BE
PURCHASED
----------
UNDERWRITERS
- ------------
Goldman, Sachs & Co. $ 25,000,000
Chase Securities Inc. 25,000,000
Citicorp Securities, Inc. 25,000,000
J.P. Morgan Securities Inc. 25,000,000
------------
Total $100,000,000
<PAGE>
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
6.60% Notes Due April 15, 2001
AGGREGATE PRINCIPAL AMOUNT:
$100,000,000
PRICE TO PUBLIC:
99.629% of the principal amount of the Designated Securities, plus accrued
interest from April 15, 1996 to April 29, 1996
PURCHASE PRICE BY UNDERWRITERS:
99.029%% of the principal amount of the Designated Securities, plus accrued
interest from April 15, 1996 to April 29, 1996
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to
be made available for checking by the Representatives at least twenty-four
hours prior to the Time of Delivery at the office of DTC
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Same-day funds
TIME OF DELIVERY:
10:00 a.m. (New York City time), April 29, 1996
INDENTURE:
Indenture dated as of August 1, 1994, between the Company and The Chase
Manhattan Bank (National Association), as Trustee
MATURITY:
April 15, 2001
INTEREST RATE:
6.60%
INTEREST PAYMENT DATES:
April 15 and October 15
REDEMPTION PROVISIONS:
(Not applicable)
SINKING FUND PROVISIONS:
(Not applicable)
DEFEASANCE PROVISIONS:
The defeasance provisions of the Indenture, including Sections 403 and
1009, will be applicable to the Designated Securities
<PAGE>
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Davis Polk & Wardwell, 450 Lexington Avenue, New York, NY 10017
ADDITIONAL CLOSING CONDITIONS:
(Not applicable)
NAMES AND ADDRESSES OF REPRESENTATIVES:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 1004
Chase Securities Inc.
270 Park Avenue
New York, New York 10017
Citicorp Securities, Inc.
399 Park Avenue
New York, New York 10043
J. P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
OTHER TERMS:
(Not applicable)
<PAGE>
HONEYWELL INC.
6.60% Notes Due April 15, 2001
Officers' Certificate and Company Order
Pursuant to the Indenture dated as of August 1, 1994 (the
"Indenture"), between Honeywell Inc. (the "Company") and The Chase Manhattan
Bank (National Association), as Trustee (the "Trustee") and resolutions adopted
by the Company's Board of Directors on April 20, 1993 and April 16, 1996, this
Officers' Certificate is being delivered to the Trustee to establish the terms
of a series of Securities in accordance with Section 301 of the Indenture, to
establish the form of the Securities of such series in accordance with Section
201 of the Indenture, to request the authentication and delivery of the
Securities of such series pursuant to Section 303 of the Indenture and to comply
with the provisions of Section 102 of the Indenture.
All conditions precedent provided for in the Indenture relating to the
establishment of (i) a series of Securities and (ii) the forms of such series of
Securities have been complied with.
Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the Indenture.
A. ESTABLISHMENT OF SERIES PURSUANT TO SECTION 301 OF INDENTURE.
There is hereby established pursuant to Section 301 of the Indenture a
series of Securities which shall have the following terms:
(1) The Securities of such series shall bear the title "6.60%
Notes due April 15, 2001" (hereinafter referred to as the "Notes").
(2) The aggregate principal amount of Notes to be issued
pursuant to this Officers' Certificate and Company Order shall be limited to
$100,000,000 (except for Notes authenticated and delivered upon registration of,
transfer of, or in exchange for, or in lieu of, other Notes of such series
pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and except for
any Notes which, pursuant to Section 303 of the Indenture, are deemed never to
have been authenticated and delivered thereunder).
(3) Interest will be payable to the Person in whose name a Note (or
any Predecessor Security) is registered at the close of business on the Regular
Record Date (as defined below) next preceding each Interest Payment Date (as
defined below); provided, however, that interest payable on the Maturity Date of
the Notes shall be payable to the Person to whom principal shall be payable.
<PAGE>
(4) The date on which the principal of the Notes is due and payable
shall be April 15, 2001.
(5) The Notes shall bear interest at the rate of 6.60% per annum
(based upon a 360-day year of twelve 30-day months), from and including April
15, 1996 or from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable
semiannually on April 15 and October 15 in each year, commencing October 15,
1996, until the principal thereof is paid or made available for payment. Each
such April 15 or October 15 shall be an "Interest Payment Date" for the Notes,
and each April 1 or October 1 (whether or not a Business Day), as the case may
be, next preceding an Interest Payment Date shall be the "Regular Record Date"
for the interest payable on such Interest Payment Date.
(6) Principal of and interest on the Notes will be payable, and,
except as provided in Section 305 of the Indenture with respect to any Global
Security (as defined below), the transfer of the Notes will be registrable and
Notes will be exchangeable for Notes bearing identical terms and provisions at
the corporate trust office of The Chase Manhattan Bank (National Association)
(the "Paying Agent"), in the Borough of Brooklyn, The City of New York.
(7) The Notes shall not be subject to redemption.
(8) The Company shall not be obligated to redeem or purchase any
Notes pursuant to any sinking fund or analogous provisions or at the option of
any Holder.
(9) Notes may be issued only in fully registered form and the
authorized denomination of the Notes shall be $1,000 and any integral multiple
of $1,000 in excess thereof.
(10) The Notes shall be denominated, and payments of principal of and
interest on the Notes will be made, in United States dollars.
(11) The Notes shall be subject to the events of default specified in
Section 501, paragraphs (1) through (7), of the Indenture.
(12) The portion of the principal amount of the Notes which shall be
payable upon declaration of acceleration of maturity thereof shall not be other
than the principal amount thereof.
(13) Each Note will be represented by a global security (a "Global
Security") registered in the name of a nominee of the Depositary. The
Depository Trust Company will act as Depositary. Except as provided in Section
305 of the
-2-
<PAGE>
Indenture, Notes will not be issuable in definitive form and will not be
exchangeable or transferable. So long as the Depositary or its nominee is the
registered holder of any Global Security, the Depositary or its nominee, as the
case may be, will be considered the sole Holder of the Notes represented by such
Global Security for all purposes under the Indenture and the Notes.
(14) The defeasance provisions set forth in Sections 403 and 1009 of
the Indenture shall apply to the Notes.
(15) The Notes shall have such other terms and provisions as are
provided in the form set forth in Exhibit A hereto.
B. ESTABLISHMENT OF NOTE FORMS PURSUANT TO SECTION 201 OF INDENTURE.
It is hereby established pursuant to Section 201 of the Indenture that
the Global Security representing the Notes shall be substantially in the form
attached as Exhibit A hereto.
C. ORDER FOR THE AUTHENTICATION AND DELIVERY OF DEBT SECURITIES
PURSUANT TO SECTION 303 OF THE INDENTURE. It is hereby ordered pursuant to
Section 303 of the Indenture that the Trustee authenticate, in the manner
provided by the Indenture, one Note in the aggregate principal amount of
$100,000,000 registered in the name of Cede & Co., which Note has been
heretofore duly executed by the proper officers of the Company and delivered to
you as provided in the Indenture, and to deliver said authenticated Note to The
Depository Trust Company on or before 9:30 a.m. on April 29, 1996.
D. OTHER MATTERS.
Attached as Exhibit B hereto are true and correct copies of
resolutions duly adopted by the Board of Directors of the Company at a meeting
duly called and held on April 20, 1993 and April 16, 1996, at which a quorum was
present and acting throughout; such resolutions have not been further amended,
modified or rescinded and remain in full force and effect; and such resolutions
(together with this Officer's Certificate) are the only resolutions or other
action adopted by the Company's Board of Directors or any committee thereof or
by any Authorized Officers relating to the offering and sale of the Notes.
The undersigned have read the pertinent sections of the Indenture
including the related definitions contained therein. The undersigned have
examined the resolutions adopted by the Board of Directors of the Company and
the authorizations adopted by the Committee of the Board of Directors. In the
opinion of the undersigned, the undersigned have made such examination or
investigation as is necessary to enable the undersigned to express an informed
opinion as to
-3-
<PAGE>
whether or not the conditions precedent to the establishment of (i) a series of
Securities, (ii) the forms of such Securities and (iii) authentication of such
series of Securities, contained in the Indenture have been complied with. In
the opinion of the undersigned, such conditions have been complied with.
Date: April 29, 1996 HONEYWELL INC.
/s/ Paul N. Saleh
---------------------------------
Paul N. Saleh
Vice President and Treasurer
/s/ Sigurd Ueland, Jr.
---------------------------------
Sigurd Ueland, Jr.
Vice President and Secretary
-4-
<PAGE>
<PAGE>
HONEYWELL INC.
7.125% Notes Due April 15, 2008
Officers' Certificate and Company Order
Pursuant to the Indenture dated as of August 1, 1994 (the
"Indenture"), between Honeywell Inc. (the "Company") and The Chase Manhattan
Bank (National Association), as Trustee (the "Trustee") and resolutions adopted
by the Company's Board of Directors on April 20, 1993 and April 16, 1996, this
Officers' Certificate is being delivered to the Trustee to establish the terms
of a series of Securities in accordance with Section 301 of the Indenture, to
establish the form of the Securities of such series in accordance with Section
201 of the Indenture, to request the authentication and delivery of the
Securities of such series pursuant to Section 303 of the Indenture and to comply
with the provisions of Section 102 of the Indenture.
All conditions precedent provided for in the Indenture relating to the
establishment of (i) a series of Securities and (ii) the forms of such series of
Securities have been complied with.
Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the Indenture.
A. ESTABLISHMENT OF SERIES PURSUANT TO SECTION 301 OF INDENTURE.
There is hereby established pursuant to Section 301 of the Indenture a
series of Securities which shall have the following terms:
(1) The Securities of such series shall bear the title "7.125% Notes
due April 15, 2008" (hereinafter referred to as the "Notes").
(2) The aggregate principal amount of Notes to be issued pursuant to
this Officers' Certificate and Company Order shall be limited to $200,000,000
(except for Notes authenticated and delivered upon registration of, transfer of,
or in exchange for, or in lieu of, other Notes of such series pursuant to
Section 304, 305, 306, 906 or 1107 of the Indenture and except for any Notes
which, pursuant to Section 303 of the Indenture, are deemed never to have been
authenticated and delivered thereunder).
(3) Interest will be payable to the Person in whose name a Note (or
any Predecessor Security) is registered at the close of business on the Regular
Record Date (as defined below) next preceding each Interest Payment Date (as
defined below); provided, however, that interest payable on the Maturity Date of
the Notes shall be payable to the Person to whom principal shall be payable.
<PAGE>
(4) The date on which the principal of the Notes is due and payable
shall be April 15, 2008.
(5) The Notes shall bear interest at the rate of 6.60% per annum
(based upon a 360-day year of twelve 30-day months), from and including April
15, 1996 or from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable
semiannually on April 15 and October 15 in each year, commencing October 15,
1996, until the principal thereof is paid or made available for payment. Each
such April 15 or October 15 shall be an "Interest Payment Date" for the Notes,
and each April 1 or October 1 (whether or not a Business Day), as the case may
be, next preceding an Interest Payment Date shall be the "Regular Record Date"
for the interest payable on such Interest Payment Date.
(6) Principal of and interest on the Notes will be payable, and,
except as provided in Section 305 of the Indenture with respect to any Global
Security (as defined below), the transfer of the Notes will be registrable and
Notes will be exchangeable for Notes bearing identical terms and provisions at
the corporate trust office of The Chase Manhattan Bank (National Association)
(the "Paying Agent"), in the Borough of Brooklyn, The City of New York.
(7) The Notes shall not be subject to redemption.
(8) The Company shall not be obligated to redeem or purchase any
Notes pursuant to any sinking fund or analogous provisions or at the option of
any Holder.
(9) Notes may be issued only in fully registered form and the
authorized denomination of the Notes shall be $1,000 and any integral multiple
of $1,000 in excess thereof.
(10) The Notes shall be denominated, and payments of principal of and
interest on the Notes will be made, in United States dollars.
(11) The Notes shall be subject to the events of default specified in
Section 501, paragraphs (1) through (7), of the Indenture.
(12) The portion of the principal amount of the Notes which shall be
payable upon declaration of acceleration of maturity thereof shall not be other
than the principal amount thereof.
(13) Each Note will be represented by a global security (a "Global
Security") registered in the name of a nominee of the Depositary. The
Depository Trust Company will act as Depositary. Except as provided in Section
305 of the Indenture, Notes will not be issuable in definitive form and will not
be exchangeable or transferable. So long as the Depositary or its nominee is
the
-2-
<PAGE>
registered holder of any Global Security, the Depositary or its nominee, as the
case may be, will be considered the sole Holder of the Notes represented by such
Global Security for all purposes under the Indenture and the Notes.
(14) The defeasance provisions set forth in Sections 403 and 1009 of
the Indenture shall apply to the Notes.
(15) The Notes shall have such other terms and provisions as are
provided in the form set forth in Exhibit A hereto.
B. ESTABLISHMENT OF NOTE FORMS PURSUANT TO SECTION 201 OF INDENTURE.
It is hereby established pursuant to Section 201 of the Indenture that
the Global Security representing the Notes shall be substantially in the form
attached as Exhibit A hereto.
C. ORDER FOR THE AUTHENTICATION AND DELIVERY OF DEBT SECURITIES
PURSUANT TO SECTION 303 OF THE INDENTURE. It is hereby ordered pursuant to
Section 303 of the Indenture that the Trustee authenticate, in the manner
provided by the Indenture, one Note in the aggregate principal amount of
$200,000,000 registered in the name of Cede & Co., which Note has been
heretofore duly executed by the proper officers of the Company and delivered to
you as provided in the Indenture, and to deliver said authenticated Note to The
Depository Trust Company on or before 9:30 a.m. on April 29, 1996.
D. OTHER MATTERS.
Attached as Exhibit B hereto are true and correct copies of
resolutions duly adopted by the Board of Directors of the Company at a meeting
duly called and held on April 20, 1993 and April 16, 1996, at which a quorum was
present and acting throughout; such resolutions have not been further amended,
modified or rescinded and remain in full force and effect; and such resolutions
(together with this Officer's Certificate) are the only resolutions or other
action adopted by the Company's Board of Directors or any committee thereof or
by any Authorized Officers relating to the offering and sale of the Notes.
The undersigned have read the pertinent sections of the Indenture
including the related definitions contained therein. The undersigned have
examined the resolutions adopted by the Board of Directors of the Company and
the authorizations adopted by the Committee of the Board of Directors. In the
opinion of the undersigned, the undersigned have made such examination or
investigation as is necessary to enable the undersigned to express an informed
opinion as to whether or not the conditions precedent to the establishment of
(i) a series of Securities, (ii) the forms of such Securities and (iii)
authentication of such series of
-3-
<PAGE>
Securities, contained in the Indenture have been complied with. In the opinion
of the undersigned, such conditions have been complied with.
Date: April 29, 1996 HONEYWELL INC.
/s/ Paul N. Saleh
-------------------------
Paul N. Saleh
Vice President and Treasurer
/s/ Sigurd Ueland, Jr.
--------------------------
Sigurd Ueland, Jr.
Vice President and Secretary
-4-
<PAGE>
This Note is a Global Security within the meaning of the Indenture referred to
herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.
REGISTERED $
HONEYWELL INC. CUSIP
No. No. 438 506 AN7
6.60% NOTE DUE APRIL 15, 2001
HONEYWELL INC., a corporation duly organized and existing under the laws of
Delaware (herein called the "Company", which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of _____
MILLION DOLLARS ($______) on April 15, 2001, and to pay interest thereon from
and including April 15, 1996 or from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on April 15 and October 15 in each year, commencing October 15, 1996, at the
rate of 6.60% per annum until the principal hereof is paid or made available for
payment. The interest so payable and punctually paid or duly provided for on
any Interest Payment Date will as provided in the Indenture be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the April 1 or October 1 (whether or not a Business Day) next preceding
such Interest Payment Date; provided, however, that interest payable on the
Maturity Date of this Note shall be payable to the Person to whom principal
shall be payable. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder hereof on such Regular Record
Date and may be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to the Holder of this Note not less than 10 days
prior to such Special Record Date. In the event that any Interest Payment Date
or the Maturity Date is not a Business Day, the interest and, with respect to
the Maturity Date, principal otherwise payable on such date will be paid on the
next succeeding Business Day with the same force and effect as if made on such
Interest Payment Date or Maturity
<PAGE>
Date. Payment of the principal of and interest on this Note will be made at the
office or agency of the Company maintained for that purpose in the Borough of
Brooklyn, The City of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payment of the principal of and interest on this Note due on the
Maturity Date will be made in immediately available funds upon presentation of
this Note. Interest on this Note shall be computed on the basis of a 360-day
year of twelve 30-day months.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee identified below, by manual signature, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
HONEYWELL INC.
Dated: ___________, 1996
By
---------------------------------
Paul N. Saleh
Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
[SEAL]
THIS IS ONE OF THE SECURITIES OF THE
SERIES DESIGNATED HEREIN AND ISSUED Attest
PURSUANT TO THE WITHIN-MENTIONED -----------------------------
INDENTURE. Assistant Secretary
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as Trustee
By
---------------------------------
Authorized Signatory
-2-
<PAGE>
HONEYWELL INC.
6.60% NOTE DUE APRIL 15, 2001
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued or to be issued in one or more series
under an Indenture, dated as of August 1, 1994 (the "Indenture"), between the
Company and The Chase Manhattan Bank (National Association), as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Note is one of the series designated on the
face hereof, limited in aggregate principal amount to $100,000,000.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may (subject to the conditions set forth
in the Indenture) be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the
Company's obligations in respect of (i) the entire indebtedness of this Note or
(ii) certain restrictive covenants with respect to this Note, in each case upon
compliance with certain conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected and, for
certain purposes, without the consent of the Holders of any Securities at the
time Outstanding. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and
-3-
<PAGE>
unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the registry books of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal of (and premium, if
any) and interest on this Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of this series and of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Notes of this series are issuable only in fully registered form without
coupons in denominations of $1,000 and any amount in excess thereof which is an
integral multiple of $1,000. As provided in the Indenture and subject to
certain limitations therein set forth, Notes of this series are exchangeable for
a like aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
-4-
<PAGE>
----------------------------
ABBREVIATIONS
The following abbreviations, when used in this instrument, shall be
construed as though they were written out in full according to applicable laws
or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--_______________Custodian_______________
(Cust) (Minor)
under Uniform Gift to Minors Act
-----------------------------
(State)
Additional abbreviations may be used though not in the above list.
----------------------------
-5-
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
[ ]
-----------------------------------------------------------------
(Name and address of assignee, including zip code, must be
printed or typewritten)
- --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
Attorney
- ------------------------------------------------------------------------
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
---------------- ----------------------------------------
----------------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
-6-
<PAGE>
This Note is a Global Security within the meaning of the Indenture referred to
herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.
REGISTERED $
CUSIP
No. No. 438 506 AP2
HONEYWELL INC.
7.125% NOTE DUE APRIL 15, 2008
HONEYWELL INC., a corporation duly organized and existing under the laws of
Delaware (herein called the "Company", which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of
_____________ MILLION DOLLARS ($________) on April 15, 2008, and to pay interest
thereon from and including April 15, 1996 or from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on April 15 and October 15 in each year, commencing October 15,
1996, at the rate of 7.125% per annum until the principal hereof is paid or made
available for payment. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will as provided in the Indenture be
paid to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the April 1 or October 1 (whether or not a Business
Day) next preceding such Interest Payment Date; provided, however, that interest
payable on the Maturity Date of this Note shall be payable to the Person to whom
principal shall be payable. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder hereof on such
Regular Record Date and may be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Note not less
than 10 days prior to such Special Record Date. In the event that any Interest
Payment Date or the Maturity Date is not a Business Day, the interest and, with
respect to the Maturity Date, principal otherwise payable on such date will be
paid on the next succeeding Business Day with the same force and effect as if
made on such Interest Payment Date or Maturity
<PAGE>
Date. Payment of the principal of and interest on this Note will be made at the
office or agency of the Company maintained for that purpose in the Borough of
Brooklyn, The City of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payment of the principal of and interest on this Note due on the
Maturity Date will be made in immediately available funds upon presentation of
this Note. Interest on this Note shall be computed on the basis of a 360-day
year of twelve 30-day months.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee identified below, by manual signature, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
HONEYWELL INC.
Dated: ,1996
---------------
By
---------------------------
Paul N. Saleh
Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
[SEAL]
THIS IS ONE OF THE SECURITIES OF THE
SERIES DESIGNATED HEREIN AND ISSUED Attest
PURSUANT TO THE WITHIN-MENTIONED -------------------------
INDENTURE. Assistant Secretary
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as Trustee
By
-------------------------------
Authorized Signatory
-2-
<PAGE>
HONEYWELL INC.
7.125% NOTE DUE APRIL 15, 2008
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued or to be issued in one or more series
under an Indenture, dated as of August 1, 1994 (the "Indenture"), between the
Company and The Chase Manhattan Bank (National Association), as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Note is one of the series designated on the
face hereof, limited in aggregate principal amount to $200,000,000.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may (subject to the conditions set forth
in the Indenture) be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the
Company's obligations in respect of (i) the entire indebtedness of this Note or
(ii) certain restrictive covenants with respect to this Note, in each case upon
compliance with certain conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected and, for
certain purposes, without the consent of the Holders of any Securities at the
time Outstanding. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and
-3-
<PAGE>
unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the registry books of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal of (and premium, if
any) and interest on this Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of this series and of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Notes of this series are issuable only in fully registered form without
coupons in denominations of $1,000 and any amount in excess thereof which is an
integral multiple of $1,000. As provided in the Indenture and subject to
certain limitations therein set forth, Notes of this series are exchangeable for
a like aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
-4-
<PAGE>
------------
ABBREVIATIONS
The following abbreviations, when used in this instrument, shall be
construed as though they were written out in full according to applicable laws
or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT-- Custodian
------------- ----------------
(Cust) (Minor)
under Uniform Gift to Minors Act
---------------
(State)
Additional abbreviations may be used though not in the above list.
--------------------------------------------------
-5-
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
[ ] ----------------------------------------------------------
(Name and address of assignee, including zip code, must be
printed or typewritten)
- --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
- ----------------------------------------------------------------------- Attorney
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
-------- ----------------------------
----------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
-6-
