<PAGE>
Filed Pursuant to Rule 424(b)(2)
File Numbers: 333-02589 and 33-62300
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED APRIL 18, 1996
$300,000,000
HONEYWELL INC.
$100,000,000 6.60% NOTES DUE APRIL 15, 2001
$200,000,000 7.125% NOTES DUE APRIL 15, 2008
------------------
Interest on the 6.60% Notes due April 15, 2001 (the "2001 Notes") and the
7.125% Notes due April 15, 2008 (the "2008 Notes" and, together with the 2001
Notes, the "Notes") is payable on April 15 and October 15 of each year,
commencing October 15, 1996. The Notes are not redeemable prior to maturity and
will not be subject to any sinking fund.
The Notes will be represented by a global security registered in the name of
a nominee of The Depository Trust Company (the "Depositary"). Beneficial
interests in the Notes will be shown on, and transfers thereof will be effected
only through, records maintained by the Depositary (with respect to
participants' interests) and its participants. The Notes will be issued only in
denominations of $1,000 and integral multiples thereof. Except as described
herein, Notes in definitive form will not be issued. See "Description of
Notes--Book-Entry Procedures."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE (1) DISCOUNT (2) COMPANY (1)(3)
------------------- ------------ --------------
<S> <C> <C> <C>
Per 2001 Note........................... 99.629% 0.600% 99.029%
Total................................... $99,629,000 $600,000 $99,029,000
Per 2008 Note........................... 99.717% 0.675% 99.042%
Total................................... $199,434,000 $1,350,000 $198,084,000
</TABLE>
- ------------
(1) Plus accrued interest, if any, from April 15, 1996.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $150,000 payable by the Company.
------------------------
The Notes offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the Notes
will be ready for delivery in book-entry form only through the facilities of The
Depository Trust Company in New York, New York, on or about April 29, 1996,
against payment therefor in immediately available funds.
GOLDMAN, SACHS & CO.
CHASE SECURITIES INC.
CITICORP SECURITIES, INC.
J.P. MORGAN & CO.
The date of this Prospectus Supplement is April 24, 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE COMPANY
Honeywell Inc. ("Honeywell" or the "Company") is a global controls company
that supplies automation and control solutions to customers in the homes and
buildings, industrial, and space and aviation markets. In 1995, the Company had
sales in excess of $6.7 billion, approximately 39% of which were generated
outside the United States.
Honeywell is organized into three business segments: Home and Building
Control, Industrial Control, and Space and Aviation Control. Home and Building
Control, the largest of the three segments, accounted for approximately 45% of
the Company's revenues in 1995. Honeywell's Home and Building Control products,
which range from residential thermostats to sophisticated automation systems
that control entire building complexes, have been sold to millions of homes and
businesses worldwide. Approximately one half of this segment's sales in 1995
were derived outside the United States, and this segment has a strong installed
customer base that provides significant ongoing business.
Industrial Control offers automation and control solutions to customers in
targeted market segments worldwide, including refining, petrochemical, pulp and
paper, pharmaceuticals and consumer goods industries. Industrial Control
products are designed to help customers improve productivity and meet
increasingly stringent environmental and safety requirements. Industrial Control
has an extensive customer base worldwide, including most of the leading oil
refiners, pulp and paper manufacturers and chemical companies. This segment
accounted for approximately 30% of Honeywell's sales in 1995, approximately half
of which were generated internationally.
Space and Aviation Control is a leading supplier of integrated avionics,
products and systems to the commercial, military and space markets. This segment
has a broad product line that includes flight management systems, cockpit
displays, global positioning systems and traffic avoidance and collision
systems. Honeywell avionics have been purchased by leading aircraft
manufacturers for use in aircraft throughout the world, including the Boeing
777, the McDonnell Douglas MD-11 and MD-90, the GulfStream IV and V, the Cessna
Citation X and the Bombardier Global Express jet. In the military and space
markets, Honeywell solutions are found on key platforms, including the F-15 and
the F-16 military jets and Space Station Alpha. In 1995, Space and Aviation
Control accounted for approximately 23% of the Company's revenues. Space and
Aviation Control sales to the U.S. Government and its agencies accounted for
less than 5% of Honeywell's revenues in 1995.
Honeywell believes that its businesses share a number of competitive
advantages including superior technology, strong brand recognition, systems
integration expertise, global reach, leading market position and an
understanding of customer needs in the markets they serve.
RECENT DEVELOPMENTS
RESULTS OF OPERATIONS
In the first quarter of 1996 the Company reported net income of $65.1
million, or $.51 per share, an increase of 19% compared with $54.7 million, or
$.43 per share, in the first quarter of 1995. Sales in the first quarter of 1996
were $1.62 billion, an increase of approximately 10% compared with $1.48 billion
in the corresponding period in 1995. Operating profit was $143.8 million,
compared with $124.4 million in the first quarter of 1995.
HOME AND BUILDING CONTROL. Operating profit for this business was $53.8
million, an increase of 8% from $49.9 million last year. Sales increased to
$693.0 million from $643.1 million in the first quarter of 1995. Home and
Building Control orders increased 9% from year-earlier levels.
S-2
<PAGE>
INDUSTRIAL CONTROL. Operating profit for this business was $50.0 million
compared with $48.0 million in the preceding year. Sales in the first quarter
were $501.9 million compared with $456.2 million last year. Industrial Control
orders were up more than 6% from year-earlier levels.
SPACE AND AVIATION CONTROL. Operating profit for this business was $39.1
million compared with $26.3 million in the first quarter of 1995. Sales were
$398.3 million compared with $353.1 million a year earlier. Commercial aviation
orders during the quarter were more than 10% higher than the comparative quarter
in 1995. However, military and space orders declined, resulting in a 5% decline
in total orders.
ACQUISITIONS
In March 1996, the Company completed the $283.0 million acquisition of
Duracraft Corp., a manufacturer of home comfort products. In February, 1996, the
Company completed the acquisition of the measurement and control sensor
businesses of Leeds & Northrup.
LITTON LITIGATION
On March 13, 1990, Litton Systems, Inc. ("Litton") filed suit against the
Company in U.S. District Court, Central District of California, alleging patent
infringement relating to the process used by the Company to coat mirrors
incorporated in its ring laser gyroscopes; attempted monopolization and
predatory pricing by the Company of certain alleged markets for products
containing ring laser gyroscopes; and intentional interference by the Company
with Litton's prospective advantage in European markets and with its contractual
relationships with Ojai Research, Inc., a California corporation. The Company
generally denied Litton's allegations, contested both the validity and
infringement of the patent, and alleged that the patent had been obtained by
Litton's inequitable conduct before the United States Patent and Trademark
Office. The Company also filed counterclaims against Litton alleging, among
other things, that Litton's business and litigation conduct violated federal and
state laws, causing the Company considerable damage and expense.
On January 9, 1995, Judge Mariana Pfaelzer of the U.S. District Court set
aside an August 1993 jury verdict and damage award of $1.2 billion against the
Company in the patent and interference with contract case. She ruled, among
other things, that the Litton patent was unenforceable because it was obtained
by inequitable conduct and invalid because it was an invention that would have
been obvious from combining existing processes. She further ruled that if her
judgment were ever subsequently vacated or reversed on appeal, the Company would
be granted a new trial on the issue of damages because the jury's 1993 award was
inconsistent with the clear weight of the evidence and permitting it to stand
would constitute a miscarriage of justice. Litton has appealed all of Judge
Pfaelzer's rulings to the Court of Appeals for the Federal Circuit, Washington,
D.C. Briefs for the appeal have been submitted by the parties and oral arguments
were presented December 8, 1995. The Company believes that Judge Pfaelzer's
rulings will be upheld on appeal. As a result, no provision has been made in the
financial statements with respect to this contingent liability.
The trial for the antitrust case began on November 20, 1995, before Judge
Pfaelzer and a different jury. Prior to the jury's deliberations in the
antitrust trial, the court dismissed, for failure of proof, Litton's contentions
that the Company engaged in below-cost predatory pricing, illegal tying,
bundling and illegally acquiring Sperry Avionics in 1986. The case was submitted
to the jury on two claims, monopolization and attempt to monopolize, both based
on Litton's allegations that the Company entered into certain exclusive dealings
and penalty arrangements with aircraft manufacturers and airlines to exclude
Litton from the commercial aircraft market. On February 29, 1996, the jury
returned a $234 million verdict against the Company for the monopolization
claim. On March 1, 1996, the jury indicated that it was unable to reach a
verdict on damages for the attempted monopolization claim, and a mistrial was
declared on that claim.
The Company continues to maintain that it competed vigorously and lawfully
in the inertial navigation business and will continue to defend itself against
Litton's allegations. The Company believes that the jury's partial verdict
should be overturned because Litton (i) failed to prove essential elements of
liability and (ii) failed to submit competent evidence to support its claim for
damages by offering only a
S-3
<PAGE>
speculative, all-or-nothing $298.5 million damage study. The Company filed
post-verdict motions with the trial court asking that judgment be granted in
favor of the Company as a matter of law or, in the alternative, for a new trial,
and will argue important procedural and other matters that could dispose of this
case. If the $234 million jury verdict withstands post-verdict motions, in whole
or in part, any dollar judgment will be trebled under federal antitrust laws and
will be appealed by the Company. The case will conclude only when the trial and
appellate courts resolve all of the legal issues that could reduce or eliminate
the jury verdict. As a result, no provision has been made in the financial
statements with respect to this contingent liability.
USE OF PROCEEDS
The net proceeds to be received by the Company from the issuance of the
Notes offered hereby, estimated to be approximately $297.0 million (after
deducting the underwriting discount and estimated offering expenses), are
expected to be used to reduce outstanding commercial paper. On April 15, 1996,
the Company had approximately $304.5 million of commercial paper outstanding,
with a weighted average maturity of 5 days and bearing a weighted average
interest rate of approximately 5.4% per annum. Pending such application, all or
a portion of the net proceeds will be invested in short-term money market
instruments.
S-4
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth historical data for the periods indicated.
The Selected Consolidated Financial Data of the Company for each of the five
years during the period ended December 31, 1995, have been derived from the
audited consolidated financial statements of the Company, which were audited by
Deloitte & Touche LLP, independent auditors. The selected financial data is
qualified in its entirety by and should be read in conjunction with the
consolidated financial statements contained in the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 and the Company's Reports on Form
8-K, dated January 31, 1996, February 29, 1996 and April 16, 1996.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------------------
1995 1994 1993 1992 1991
--------- --------- --------- --------- ---------
(DOLLARS AND SHARES IN MILLIONS, EXCEPT PER SHARE
AMOUNTS)
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Sales..................................................... $ 6,731.3 $ 6,057.0 $ 5,963.0 $ 6,222.6 $ 6,192.9
--------- --------- --------- --------- ---------
Cost of sales............................................. 4,584.2 4,082.1 4,019.6 4,195.3 4,185.1
Research and development.................................. 323.2 319.0 337.4 312.6 300.7
Selling, general and administrative....................... 1,263.1 1,173.8 1,075.7 1,196.8 1,150.9
Litigation settlements (1)................................ (32.6) (287.9)
Special charges........................................... 62.7 51.2 128.4
Interest--net............................................. 68.9 60.2 51.0 58.5 61.4
Equity income............................................. (13.6) (10.5) (17.8) (15.8) (14.6)
--------- --------- --------- --------- ---------
6,225.8 5,687.3 5,484.5 5,587.9 5,683.5
--------- --------- --------- --------- ---------
Income before income taxes................................ 505.5 369.7 478.5 634.7 509.4
Provision for income taxes................................ 171.9 90.8 156.3 234.8 178.3
--------- --------- --------- --------- ---------
Income before extraordinary item and cumulative effect of
accounting changes....................................... 333.6 278.9 322.2 399.9 331.1
Extraordinary item (2).................................... (8.6)
Cumulative effect of accounting changes (3)............... (144.5)
--------- --------- --------- --------- ---------
Net income................................................ $ 333.6 $ 278.9 $ 322.2 $ 246.8 $ 331.1
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
EARNINGS PER COMMON SHARE:
Income before extraordinary item and cumulative effect of
accounting changes....................................... $ 2.62 $ 2.15 $ 2.40 $ 2.88 $ 2.35
Extraordinary item (2).................................... (0.06 )
Cumulative effect of accounting changes (3)............... (1.04 )
--------- --------- --------- --------- ---------
Net income................................................ $ 2.62 $ 2.15 $ 2.40 $ 1.78 $ 2.35
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
CASH DIVIDENDS PER COMMON SHARE............................. $ 1.01 $ 0.97 $ 0.91 $ 0.84 $ 0.77
FINANCIAL POSITION (AT PERIOD END):
Current assets............................................ $ 2,766.9 $ 2,649.4 $ 2,550.2 $ 2,707.8 $ 2,698.9
Current liabilities....................................... 2,022.5 2,071.8 1,856.1 1,969.2 2,095.0
--------- --------- --------- --------- ---------
Working capital........................................... $ 744.4 $ 577.6 $ 694.1 $ 738.6 $ 603.9
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Short-term debt........................................... $ 312.4 $ 360.6 $ 187.9 $ 188.4 $ 168.4
Long-term debt............................................ 481.0 501.5 504.0 512.1 639.8
--------- --------- --------- --------- ---------
Total debt................................................ 793.4 862.1 691.9 700.5 808.2
Stockholders' equity...................................... 2,040.1 1,854.7 1,773.0 1,790.4 1,850.8
--------- --------- --------- --------- ---------
Total capitalization...................................... $ 2,833.5 $ 2,716.8 $ 2,464.9 $ 2,490.9 $ 2,659.0
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
ADDITIONAL INFORMATION:
Average number of common shares outstanding............... 127.1 129.4 134.2 138.5 140.9
Return on average stockholders' equity.................... 17.1% 15.6% 18.4% 13.8% 19.2%
Percent of total debt to total capitalization............. 28 % 32 % 28 % 28 % 30 %
Net cash flows from operating activities.................. $ 572.5 $ 469.5 $ 474.8 $ 531.6 $ 488.9
Net cash flows before financing activities and
acquisitions (4)......................................... 346.5 246.9 276.0 341.9 291.6
</TABLE>
- --------------------------
(1) Litigation settlements in 1992 are one-time settlements, after associated
expenses, reached with various camera manufacturers for their use of the
Company's patented automatic focus camera technology and amounted to $171.4
($1.24 per share) after income taxes.
(2) Extraordinary item resulting from the loss on early redemption of debt.
(3) The cumulative effect of accounting changes is the result of adopting
Statement of Financial Accounting Standards (SFAS) No. 106, "Employers'
Accounting for Postretirement Benefits Other than Pensions," which reduced
net income by $151.3 ($1.09 per share); SFAS No. 109, "Accounting for Income
Taxes," which increased net income by $31.4 ($0.23 per share); and SFAS No.
112, "Employers' Accounting for Postemployment Benefits," which reduced net
income by $24.6 ($0.18 per share).
(4) Net cash flows before financing activities and acquisitions means net cash
flows from operating activities less net cash flows from investing
activities plus cash used in investments in acquisitions.
S-5
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA (CONTINUED)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------
1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ----------
(DOLLARS AND SHARES IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
SEGMENT DATA:
SALES:
Home and Building Control....................... $ 3,034.7 $ 2,664.5 $ 2,424.3 $ 2,393.6 $ 2,249.1
Industrial Control.............................. 2,035.9 1,835.3 1,691.5 1,743.9 1,626.8
Space and Aviation Control...................... 1,527.4 1,432.0 1,674.9 1,933.1 2,132.3
Other........................................... 133.3 125.2 172.3 152.0 184.7
---------- ---------- ---------- ---------- ----------
$ 6,731.3 $ 6,057.0 $ 5,963.0 $ 6,222.6 $ 6,192.9
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
OPERATING PROFIT (1)(2):
Home and Building Control....................... $ 308.6 $ 236.5 $ 232.7 $ 193.4 $ 229.1
Industrial Control.............................. 233.8 206.6 189.7 156.9 224.0
Space and Aviation Control...................... 127.6 80.9 148.1 175.8 226.1
Other........................................... 2.8 (1.8) (9.5) (3.1)
---------- ---------- ---------- ---------- ----------
Total operating profit.......................... 672.8 524.0 568.7 516.6 676.1
Interest expense................................ (83.3) (75.5) (68.0) (89.9) (89.4)
Litigation settlements.......................... 32.6 287.9
Equity income................................... 13.6 10.5 17.8 15.8 14.6
General corporate expense....................... (97.6) (89.3) (72.6) (95.7) (91.9)
---------- ---------- ---------- ---------- ----------
Income before income taxes...................... $ 505.5 $ 369.7 $ 478.5 $ 634.7 $ 509.4
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
ASSETS:
Home and Building Control....................... $ 1,727.2 $ 1,529.8 $ 1,327.3 $ 1,302.4 $ 1,282.8
Industrial Control.............................. 1,307.2 1,273.3 1,059.8 1,057.5 1,001.7
Space and Aviation Control...................... 971.1 1,174.9 1,219.6 1,403.6 1,594.5
Corporate and Other............................. 1,054.7 907.9 991.4 1,106.6 927.7
---------- ---------- ---------- ---------- ----------
$ 5,060.2 $ 4,885.9 $ 4,598.1 $ 4,870.1 $ 4,806.7
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
ADDITIONAL INFORMATION:
Research and development
Honeywell-funded.............................. $ 323.2 $ 319.0 $ 337.4 $ 312.6 $ 300.7
Customer-funded............................... 336.6 340.5 404.8 390.5 373.5
Capital expenditures............................ 238.1 262.4 232.1 244.1 240.2
Depreciation.................................... 236.1 235.3 235.3 242.8 238.5
Employees at year end........................... 50,100 50,800 52,300 55,400 58,200
</TABLE>
- --------------------------
(1) Operating profit is net of special charges amounting to $62.7, $51.2 and
$128.4 in 1994, 1993 and 1992, respectively, as follows: Home and Building
Control, $28.7, $9.9 and 42.7; Industrial Control, $14.4, $9.0 and $38.6;
Space and Aviation Control, $19.6, $7.4 and $34.9; Other, $0, $16.4 and
$2.6; and General Corporate Expense, $0, $8.5 and $9.6.
(2) Operating profit is net of the additional operating expense impact of
adopting SFAS 106 and SFAS 112 amounting to $16.4 and $3.8, respectively, in
1992 as follows: Home and Building Control, $4.3 and $1.0; Industrial
Control, $4.0 and $0.9; Space and Aviation Control, $7.0 and $1.6; Other,
$0.5 and $0.1; and General Corporate Expense, $0.6 and $0.2.
S-6
<PAGE>
CAPITALIZATION
The following table sets forth the total capitalization of the Company at
March 31, 1996, and as adjusted to give effect to the sale by the Company of the
Notes offered hereby and the application of the net proceeds therefrom (as if
such sale and application of proceeds occurred on such date). See "Use of
Proceeds."
<TABLE>
<CAPTION>
AS OF MARCH 31, 1996
------------------------
ACTUAL AS ADJUSTED
---------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
SHORT-TERM DEBT, INCLUDING CURRENT MATURITIES......................... $ 486.2 $ 189.2
---------- -----------
LONG-TERM DEBT:
Notes offered hereby................................................ -- 300.0
Long-term debt...................................................... 478.1 478.1
---------- -----------
Total long-term debt.............................................. 478.1 778.1
---------- -----------
STOCKHOLDERS' EQUITY:
Common stock, $1.50 par value
Authorized-250,000,000 shares; issued-188,035,247 shares........... 282.0 282.0
Additional paid-in capital.......................................... 489.8 489.8
Retained earnings................................................... 2,838.0 2,838.0
Treasury stock-61,367,743 shares.................................... (1,699.8) (1,699.8)
Accumulated foreign currency translation............................ 120.0 120.0
Pension liability adjustment........................................ (19.5) (19.5)
---------- -----------
Total stockholders' equity........................................ 2,010.5 2,010.5
---------- -----------
Total capitalization.............................................. $ 2,974.8 $ 2,977.8
---------- -----------
---------- -----------
Percent of total debt to total capitalization......................... 32% 32%
</TABLE>
DESCRIPTION OF NOTES
THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE NOTES OFFERED
HEREBY (REFERRED TO IN THE ACCOMPANYING PROSPECTUS AS THE "DEBT SECURITIES")
SUPPLEMENTS, AND TO THE EXTENT INCONSISTENT THEREWITH REPLACES, THE DESCRIPTION
OF THE GENERAL TERMS AND PROVISIONS OF THE DEBT SECURITIES SET FORTH IN THE
ACCOMPANYING PROSPECTUS, TO WHICH DESCRIPTION REFERENCE IS HEREBY MADE.
CAPITALIZED TERMS NOT DEFINED HEREIN HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN
THE PROSPECTUS.
GENERAL
The 2001 Notes offered hereby will be limited to $100,000,000 aggregate
principal amount and will mature on April 15, 2001. The 2008 Notes offered
hereby will be limited to $200,000,000 aggregate principal amount and will
mature on April 15, 2008. The Notes are not entitled to a sinking fund. Interest
at the applicable annual rate set forth on the cover page of this Prospectus
Supplement will be payable semiannually on April 15 and October 15, commencing
October 15, 1996, to the persons in whose names the Notes are registered at the
close of business on April 1 or October 1, as the case may be, preceding such
interest payment date. Interest on the Notes will accrue from April 15, 1996 or
from the most recent interest payment date to which interest has been paid or
provided for. The Notes constitute a separate series of Debt Securities under
the Indenture described in the Prospectus and will be issued in denominations of
$1,000 and integral multiples thereof.
The Notes will be unsecured and will rank on a parity with each other and
with all other unsecured and unsubordinated indebtedness of the Company.
The Notes may not be redeemed prior to maturity.
The provisions described in the Prospectus under "Description of Debt
Securities--Defeasance Provisions" will be applicable to the Notes.
S-7
<PAGE>
BOOK-ENTRY PROCEDURES
The Notes will be issued in the form of one or more fully registered Global
Securities (the "Global Securities"), which will be deposited with, or on behalf
of, The Depository Trust Company, New York, New York (the "Depositary") and
registered in the name of the Depositary's nominee. Except as set forth below,
the Global Securities may be transferred, in whole or in part, only to another
nominee of the Depositary or to a successor of the Depositary or its nominee.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company that was created to hold
securities for its participating organizations (the "Participants") and to
facilitate the clearance and settlement of securities transactions between
Participants in such securities through electronic book-entry changes in
accounts of its Participants. Participants include securities brokers and
dealers (including certain of the Underwriters), banks (including the Trustee)
and trust companies, clearing corporations and certain other organizations.
Access to the Depositary's system is also available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("indirect
participants"). Persons who are not Participants may beneficially own securities
held by the Depositary only through Participants or indirect participants.
The Depositary advises that pursuant to procedures established by it (i)
upon issuance of the Notes by the Company, the Depositary will credit the
accounts of Participants designated by the Underwriters with the principal
amounts of the Notes purchased by the Underwriters, and (ii) ownership of
beneficial interests in the Global Securities will be shown on, and the transfer
of that ownership will be effected only through, records maintained by the
Depositary (with respect to the Participants' interests), the Participants and
the indirect participants. The laws of some states require that certain persons
take physical delivery in definitive form of securities that they own.
Consequently, the ability to transfer beneficial interests in the Global
Securities is limited to such extent.
So long as a nominee of the Depositary is the registered owner of the Global
Securities, such nominee for all purposes will be considered the sole owner or
holder of such Notes under the Indenture. Except as provided below, owners of
beneficial interests in the Global Securities will not be entitled to have Notes
registered in their names, will not receive or be entitled to receive physical
delivery of Notes in definitive form, and will not be considered the owners or
holders thereof under the Indenture.
The Trustee, any Paying Agent and the Security Registrar will not have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Global
Securities, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Principal and interest payments on the Notes registered in the name of the
Depositary's nominee will be made by the Trustee to the Depositary's nominee as
the registered owner of the Global Securities. Under the terms of the Indenture,
the Company and the Trustee will treat the persons in whose names the Notes are
registered as the owners of such Notes for the purpose of receiving payment of
principal and interest on the Notes and for all other purposes whatsoever.
Therefore, neither the Company, the Trustee nor any Paying Agent has any direct
responsibility or liability for the payment of principal or interest on the
Notes to owners of beneficial interests in the Global Securities. The Depositary
has advised the Company and the Trustee that its present practice is, upon
receipt of any payment of principal or interest, to immediately credit the
accounts of the Participants with such payment in amounts proportionate to their
respective holdings in principal amount of beneficial interests in the Global
Securities as shown on the records of the Depositary. The Depositary's current
practice is to credit such accounts, as to interest, in next-day funds and, as
to principal, in same-day funds. Payments by Participants and indirect
participants to owners of beneficial interests in the Global Securities will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of the Participants or indirect
participants.
S-8
<PAGE>
If the Depositary is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company within 90
days, the Company will issue Notes in definitive form in exchange for the Global
Securities. In addition, the Company may at any time determine not to have the
Notes represented by Global Securities and, in such event, will issue Notes in
definitive form in exchange for the Global Securities. In either instance, an
owner of a beneficial interest in the Global Securities will be entitled to have
Notes equal in principal amount to such beneficial interest registered in its
name and will be entitled to physical delivery of such Notes in definitive form.
Notes so issued in the
definitive form will be issued in denominations of $1,000 and integral multiples
thereof and will be issued in registered form only, without coupons.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and the applicable Pricing Agreement dated April 24, 1996, the Company has
agreed to sell to each of the Underwriters named below, and each of the
Underwriters has severally agreed to purchase, the principal amount of the 2001
Notes and the 2008 Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF
UNDERWRITER 2001 NOTES 2008 NOTES
- ----------------------------------------------------------------- ---------------- ----------------
<S> <C> <C>
Goldman, Sachs & Co.............................................. $ 25,000,000 $ 50,000,000
Chase Securities Inc............................................. 25,000,000 50,000,000
Citicorp Securities, Inc......................................... 25,000,000 50,000,000
J.P. Morgan Securities Inc....................................... 25,000,000 50,000,000
---------------- ----------------
Total.......................................................... $ 100,000,000 $ 200,000,000
---------------- ----------------
---------------- ----------------
</TABLE>
Under the terms and conditions of the Underwriting Agreement and the
applicable Pricing Agreement, the Underwriters are obligated to take and pay for
all of the 2001 Notes or the 2008 Notes, as applicable, if any are taken.
The Underwriters propose to offer the 2001 Notes in part directly to the
public at the initial public offering price set forth on the cover page of this
Prospectus Supplement, and in part to certain securities dealers at such price
less a concession of 0.30% of the principal amount of the 2001 Notes. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of 0.25% of the principal amount of the 2001 Notes to certain brokers and
dealers. The Underwriters propose to offer the 2008 Notes in part directly to
the public at the initial public offering price set forth on the cover page of
this Prospectus Supplement, and in part to certain securities dealers at such
price less a concession of 0.40% of the principal amount of the 2008 Notes. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of 0.25% of principal amount of the 2008 Notes to certain brokers and dealers.
After the Notes are released for sale to the public, the offering price and
other selling terms may from time to time be varied by the Underwriters.
The Notes are new issues of securities with no established trading market.
The Company has been advised by the Underwriters that they currently intend to
make a market in the Notes, although the Underwriters are not obligated to do so
and may discontinue such market making at any time without notice. Accordingly,
no assurance can be given as to the liquidity of, or the trading market for, the
Notes.
In the ordinary course of their respective businesses, certain of the
Underwriters and their affiliates have engaged, and may in the future engage, in
investment banking and commercial banking transactions with the Company and
certain of its affiliates. The Chase Manhattan Bank (National Association) is
the Trustee under the Indenture, and is an affiliate of Chase Securities Inc.,
one of the Underwriters.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
S-9
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH
OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF
SUCH INFORMATION.
--------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Company...................................... S-2
Use of Proceeds.................................. S-4
Selected Consolidated Financial Data............. S-5
Capitalization................................... S-7
Description of Notes............................. S-7
Underwriting..................................... S-9
PROSPECTUS
Available Information............................ 2
Incorporation of Certain Documents by
Reference....................................... 2
Honeywell Inc. .................................. 3
Use of Proceeds.................................. 4
Ratio of Earnings to Fixed Charges............... 4
Description of Debt Securities................... 5
Plan of Distribution............................. 10
Experts.......................................... 11
Validity of Debt Securities...................... 11
</TABLE>
$300,000,000
HONEYWELL INC.
$100,000,000 6.60% NOTES
DUE APRIL 15, 2001
$200,000,000 7.125% NOTES
DUE APRIL 15, 2008
---------------------
[LOGO]
---------------------
GOLDMAN, SACHS & CO.
CHASE SECURITIES INC.
CITICORP SECURITIES, INC.
J.P. MORGAN & CO.
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