SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 29, 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 (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Honeywell Plaza
Minneapolis, Minnesota 55408
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(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 951-1000
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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As previously reported in its Forms 10-K, 10-Q and 8-K filed with the
Securities and Exchange Commission, the registrant is a party to material
litigation involving Litton Systems, Inc.
The trial for the antitrust case began November 20, 1995 as scheduled,
before the same judge who presided over the patent case, but a different jury.
After the parties presented their evidence, the court dismissed for failure of
proof, Litton's contentionscontentions that Honeywell engaged in below-cost
predatory pricing; illegal tying and bundling; and illegally acquired Sperry
Avionics in 1986. On February 2, 1996, the case was submitted to the jury on,
leaving only two claims, one for monopolization and attempt to monopolize, both
based on Litton's allegations that Honeywell entered into certain exclusive
dealings and penalty arrangements with aircraft manufacturers and airlines, and
one for attempted monopolization, based on Litton's allegations that Honeywell
attempted to exclude Litton from the commercial aircraft market. On February
29, 1996, the jury returned a $234 million verdict against Honeywell for the
monopolization claim. On March 1, 1996, the jury indicated that it was unable
to reach a a verdict on damages for the attempted monopolization claim, and a
mistrial was declared on that claimwith respect to that aspect of the antitrust
case. Honeywell issued press releases announcing each event on February 29 and
March 1, respectively, which are attached hereto as exhibits.
Honeywell continues to maintain that it competed vigorously and
lawfullyaggressively and fairly in the inertial navigation business and will
continue to defend itself against Litton's allegations. Honeywell believes that
the jury's partial verdict should be overturnedis without merit, in part,
because (i) Litton (i)'s claims of attempted monopolization and monopolization
are integrally tied, and (ii) the damage finding is not supportable. Further,
notwithstanding the jury's verdict, failed to prove essential elements of
liability and (ii) failed to submit competent evidence to support its claim for
damages by offering only a speculative, all-or-nothing $298.5 million damage
study. Honeywell willhas filed post-verdict motions with the trial court asking
that judgment be granted in favor of Honeywell as a matter of law and for a new
trial and intends to vigorously contest the verdict and defend itself against
the allegations made by Litand will argue important procedural and other matters
which 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 Honeywell. The case will
conclude only when the trial and appellate courts resolve all of the legal
issues.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
Exhibit No. Exhibit
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20(i) Press Release dated as of February 29, 1996.
20(ii) Press Release dated as of March 1, 1996.
SIGNATURES
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.
HONEYWELL INC.
By: /s/ Edward D. Grayson
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Edward D. Grayson
Vice President and
General Counsel
Date: March 11, 1996
INDEX TO EXHIBITS
Exhibit No. Exhibit
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20(i) Press Release dated as of February 29, 1996.
20(ii) Press Release dated as of March 1, 1996.
EXHIBIT 20(i)
JURY REACHES DECISION IN LITTON ANTITRUST TRIAL,
CASE FAR FROM OVER
ONE STEP IN PROCESS, HONEYWELL SAYS
LOS ANGELES, FEB. 29, 1996 - Honeywell Inc. today said it was surprised and
extremely disappointed with a $234 million jury verdict returned against
Honeywell after a three-month trial for monopolization of ring laser gyroscope-
based inertial navigation systems for commercial aircraft. If this verdict
withstands post-trial motions and appeals, it will be trebled.
Litton Systems Inc. brought the case in March 1990 in U.S. District Court
in Los Angeles as a companion to its patent infringement claims concerning
Honeywell's process to coat ring laser gyroscope mirrors. Judge Mariana R.
Pfaelzer presided over lengthy trials in both cases.
`We are disappointed by the jury's findings and believe the decision is
unsupported by the facts and the law,' said Edward D. Grayson, Honeywell vice
president and general counsel. `Honeywell achieved its success in a fiercely
competitive market based on technological innovation, a superior product and
attractive prices. This is exactly what the antitrust laws encourage.
`We will immediately file post-verdict motions with the trial court as we
did in the earlier patent trial and ask that judgment be granted in favor of
Honeywell as a matter of law,' said Grayson.
The jury considered Litton's allegations that Honeywell entered into
certain exclusive dealings and penalty arrangements with aircraft manufacturers
and airlines and attempted to exclude Litton from the commercial market. The
Court previously dismissed for failure of proof Litton's claims that Honeywell
had engaged in below-cost predatory pricing, illegal tying, bundling, and had
illegally acquired Sperry Avionics in 1986.
`Today's verdict represents but one step in this trial and one more in the
long-standing dispute between Litton and Honeywell,' said Grayson. `We believe
that ultimately it will have little independent value. This case will conclude
only when the trial and appellate courts resolve all the legal issues that could
reduce or eliminate this latest jury verdict.
`Honeywell is a fair and lawful competitor,' said Grayson. `Honeywell
competed aggressively and fairly in the inertial navigation business. This case
is yet another transparent effort on Litton's part to recoup in the courtroom
what it wasn't able to achieve in the marketplace.'
On Jan. 9, 1995, Judge Pfaelzer nullified a $1.2 billion verdict returned
by a different jury in August 1993 against Honeywell in the patent infringement
lawsuit. Pfaelzer ruled that Litton had engaged in inequitable conduct before
the U.S. Patent and Trademark Office in failing to disclose prior art, and found
the Litton patent to be unenforceable and invalid.
Litton filed an appeal with the Federal Circuit Court of Appeals in
Washington, D.C., in early 1995, and oral arguments were heard in December. A
decision is not expected for several months, although it could come at any time.
`Judge Pfaelzer's decision in the patent infringement case, which she
arrived at after careful review of the evidence, is well-reasoned and fully
supported by the facts. We are confident that her rulings will be upheld on
appeal,' said Grayson.
In the 1960s Honeywell pioneered the application of ring laser gyroscopes
to inertial navigation systems used for aircraft, and has become a worldwide
leader in the manufacture and sale of such systems for commercial and military
aircraft and vehicles of all types.
Honeywell is a global controls company focused on creating value through
control technology that enhances comfort, improves productivity, saves energy,
protects the environment and increases safety. The company serves customers
worldwide in the homes and buildings, industrial, and aviation and space
markets. Honeywell employs 50,000 people in 95 countries and had 1995 sales of
$6.7 billion.
EXHIBIT 20(ii)
JUDGE DECLARES MISTRIAL ON LITTON'S
ATTEMPTED MONOPOLIZATION CLAIM IN ANTITRUST TRIAL
LOS ANGELES, MARCH 1, 1996 - Honeywell Inc. today said it was not surprised
that after a three-month trial, a jury failed to reach a consensus on the
attempted monopolization claim in an antitrust lawsuit brought by Litton Systems
Inc. Nine jurors deliberated for more than three weeks on claims involving
monopolization and attempted monopolization of ring laser gyroscope-based
inertial navigation systems for commercial aircraft.
On Thursday the jury returned a $234 million verdict against Honeywell for
the monopolization claim but failed to reach a verdict on the attempted
monopolization claim. If the $234 million verdict withstands post-trial motions
and appeals, the amount will be trebled.
`The jury deadlock reinforces our view that Litton failed to prove damages
in this extraordinarily complex case,' said Edward D. Grayson, Honeywell vice
president and general counsel. `Honeywell will argue in post-trial hearings
that Litton's claims of attempted monopolization and monopolization are
integrally tied, and therefore yesterday's jury verdict is without merit.'
Litton Systems Inc. brought the case in March 1990 in U.S. District Court
in Los Angeles as a companion to its patent infringement claims concerning
Honeywell's process to coat ring laser gyroscope mirrors. Judge Mariana R.
Pfaelzer presided over lengthy trials in both cases.
`We will immediately file post-verdict motions with the trial court and ask
that judgment be granted in favor of Honeywell as a matter of law,' said
Grayson.
The jury considered Litton's allegations that Honeywell entered into
certain exclusive dealings and penalty arrangements with aircraft manufacturers
and airlines and attempted to exclude Litton from the commercial market. The
Court previously dismissed for failure of proof Litton's claims that Honeywell
had engaged in below-cost predatory pricing, illegal tying, bundling, and had
illegally acquired Sperry Avionics in 1986.
`This case will conclude only when the trial and appellate courts resolve
all the legal issues that could reduce or eliminate this latest jury verdict.
`Honeywell is a fair and lawful competitor,' said Grayson. `Honeywell
competed aggressively and fairly in the inertial navigation business. This case
is yet another transparent effort on Litton's part to recoup in the courtroom
what it wasn't able to achieve in the marketplace.'
In the 1960s Honeywell pioneered the application of ring laser gyroscopes
to inertial navigation systems used for aircraft, and has become a worldwide
leader in the manufacture and sale of such systems for commercial and military
aircraft and vehicles of all types.
Honeywell is a global controls company focused on creating value through
control technology that enhances comfort, improves productivity, saves energy,
protects the environment and increases safety. The company serves customers
worldwide in the homes and buildings, industrial, and aviation and space
markets. Honeywell employs 50,000 people in 95 countries and had 1995 sales of
$6.7 billion.
