UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
HONEYWELL INC.
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(Name of Issuer)
COMMON STOCK (PAR VALUE $1.50 PER SHARE)
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(Title of Class of Securities)
438506107
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(CUSIP Number)
PETER M. KREINDLER, ESQ.
ALLIEDSIGNAL INC.
101 COLUMBIA ROAD, P.O. BOX 4000
MORRISTOWN, NJ 07962-2497
(973) 455-2000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 4, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
<PAGE>
SCHEDULE 13D
CUSIP No. 438506107
1 NAME OF REPORTING PERSON
AlliedSignal Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
I.R.S. Identification No. 22-2640650
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 25,316,518*
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 25,316,518*
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,316,518*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
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* 25,241,518 of the shares of common stock, par value $1.50 per share,
including the associated preferred stock purchase rights (such shares
and such rights, together, "Honeywell Common Stock"), of Honeywell
Inc. ("Honeywell") covered by this item are purchasable by
AlliedSignal Inc. ("AlliedSignal") upon exercise of an option granted
to AlliedSignal on June 4, 1999 and described in Item 4 of this
Statement. Prior to the exercise of the option, AlliedSignal is not
entitled to any rights as a stockholder of Honeywell with respect to
the shares of Honeywell Common Stock covered by the option.
AlliedSignal disclaims any beneficial ownership of the shares of
Honeywell Common Stock which are purchasable by AlliedSignal upon
exercise of the option on the grounds that the option is not presently
exercisable and only becomes exercisable upon the occurrence of the
events referred to in Item 4 below. If the option were exercised,
AlliedSignal would have the sole right to vote and to dispose of the
shares of Honeywell issued as a result of such exercise.
This Amendment No. 1 amends the Schedule 13D filed with the
Securities and Exchange Commission on June 14, 1999 by AlliedSignal Inc.
(the "Schedule 13D"). This Amendment No. 1 is being filed solely to correct
a typographical error to Row 11 of the cover page of the Schedule 13D and
does not amend any other Items.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment No. 1 is
true, complete and correct.
Dated: June 15, 1999
AlliedSignal Inc.
By: /s/ Peter M. Kreindler
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Name: Peter M. Kreindler
Title: Senior Vice President,
General Counsel and
Secretary
