SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X ] Definitive Additional Materials
[__] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
HONEYWELL INC.
----------------------------
(Name of Registrant as specified in its charter)
----------------------------
(Name of person(s) filing proxy statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-
11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transactions:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Integration News (August 9, 1999)
This week, the Integration Team will gather in Morristown, N.J., for our
third face-to-face meeting. Joining us in person for the first time will
be the presidents of Honeywell and AlliedSignal Strategic Business Units,
who will be taking part in group discussions and sharing their perspective
on the integration effort.
In last week's Integration News, we provided information about the
top-level organization designs of several company-wide functions,
including Finance, Human Resources, Technology, Legal, Supply Chain and
Quality. As part of this week's meeting in Morristown, several more
functional leaders will review their proposed organization designs with
Larry Bossidy and Mike Bonsignore. Information on those organizations will
be provided as soon as possible after their designs are approved and the
people involved are notified.
We continue to make good progress in appointing people from both companies
to senior corporate staff positions. Offers have either been extended or
will be extended soon to several people we want to fill key jobs.
Special editions of AlliedSignal's "Vision" and Honeywell's "World"
magazines are now being shipped. We hope you will read the special
sections on the merger. And, to keep in touch real time, check out the
special online Merger Information Center at
http://web.honeywell.com/merger/
Here are some more answers to frequently asked questions:
Q. In last week's Integration News, you talked about 200 new Black Belts
working on high-value projects with the new company. How will current
Black Belts be utilized? How does one sign-up to become one of these
Black Belts?
A. We currently have a small number of black belts within the Honeywell
businesses. We will be adding to those ranks through a "fast track"
process with the help of AlliedSignal Master Black Belts. Black Belts
are employees who have a desire to drive significant improvements,
strong leadership and process skills, and the ability to deal with
quantitative methodologies, facilitate teams and understand the
drivers of the business. Individuals can nominate themselves with
their leadership's approval.
Q. I am a shareowner and recently received my proxy material in the mail.
What should I do now?
A. First, carefully read the document. Second, mark your proxy card
indicating how you want to vote. Third, complete, sign, date and mail
the proxy card in the return envelope as soon as possible. If you are
a shareowner of record, you may also vote your shares by telephone by
following the instructions accompanying your proxy card. The boards of
directors of AlliedSignal and Honeywell each recommend that its
shareowners vote in favor of the merger. We cannot complete the merger
unless shareowners of both companies approve it.
AlliedSignal's board of directors also recommends that AlliedSignal
shareowners vote to approve the proposed amendment to its certificate
of incorporation. Approval of the amendment is not a condition to
completing the merger. (Note: Don't include in Honeywell version)
Q. Has a decision been made yet on who will be on the Board of Directors
for the new Honeywell?
A. Yes. The board of directors of the combined company will have 15
members. Six of the current directors of Honeywell will become
directors of the combined company. We expect that the six will be
Gordon M. Bethune, Michael R. Bonsignore, James J. Howard, Bruce
Karatz, Jaime Chico Pardo and Michael W. Wright. Nine of the current
directors of AlliedSignal will remain as directors of the combined
company. We expect that the nine will be Hans W. Becherer, Lawrence A.
Bossidy, Marshall N. Carter, Ann M. Fudge, Robert P. Luciano, Russell
E. Palmer, Ivan G. Seidenberg, Andrew C. Sigler and John R. Stafford.
Q. How many shareholders have to vote in favor of the merger for it to be
approved? How soon will we know the outcome of the vote?
A. Shareowners from both companies must approve the merger. The
requirements, however, are different for each company.
For AlliedSignal, approval requires that a majority (i.e., at least
50.1%) of the shares of common stock be voted for or against the
merger, and that a majority of the votes cast be in favor of the
merger. For example, if only 49% of the outstanding shares were voted,
the merger would not be approved regardless of how the voting turned
out. If, on the other hand, 60% of the outstanding shares were voted
and more than half of these shares were voted in favor of the merger,
the merger would be approved.
For Honeywell, a majority (i.e., at least 50.1%) of all outstanding
shares -- not just those voted -- must be cast in favor of the merger
for it to be approved.
Shareholders of record on July 22, 1999 are eligible to vote. Each
share equals one vote. Votes, including proxies, will be counted at
the meeting and the results will be announced for each company. We
will send a message to all employees with the results of the voting.
While the special shareholder meetings are important milestones in the
merger approval process, we also need to receive regulatory approvals
before the merger can be completed. We anticipate closing in the fall.
This promises to be another big week, and we are ready to take another
major step forward in our integration effort. Thanks for your interest and
support.
