UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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>
CUSIP No. 438506107 13D
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 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
25,361,518*
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
* 25,241,518 of the shares of the 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.
<PAGE>
Item 1. Security and Issuer
This Statement on Schedule 13D (this "Statement") relates to the
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., a Delaware corporation ("Honeywell").
The principal executive offices of Honeywell are located at Honeywell
Plaza, Minneapolis, MN 55408.
Item 2. Identity and Background.
This Statement is being filed by AlliedSignal Inc., a Delaware
corporation ("AlliedSignal"). The principal business address of
AlliedSignal is 101 Columbia Road, P.O. Box 4000, Morristown, NJ
07962-2497. AlliedSignal is an advanced technology and manufacturing
company serving customers worldwide with aerospace and automotive products,
chemicals, fibers, plastics and advanced materials.
(a)-(c); (f) Information with respect to each of AlliedSignal's
directors and executive officers is set forth on Schedule I attached
hereto. Each person listed on Schedule I is a citizen of the United States.
(d)-(e) During the last five years, neither AlliedSignal nor, to
the best of its knowledge, any of AlliedSignal's executive officers and
directors listed on Schedule I (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii)
has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described below, pursuant to the terms of the
Honeywell Stock Option Agreement (as defined below), AlliedSignal will have
the right, upon the occurrence of certain events described below, to
purchase from time to time up to 25,241,518 shares of Honeywell Common
Stock (subject to adjustment as provided in the Honeywell Stock Option
Agreement) at a price of $109.453 per share. If AlliedSignal purchases
Honeywell Common Stock pursuant to the Honeywell Stock Option Agreement,
AlliedSignal anticipates that the funds to finance such purchase would come
from a combination of borrowings and working capital. Because the option
under the Honeywell Common Stock Option Agreement is not currently
exercisable, no determination has been made at this time as to the source
of such funds. However, pursuant to the terms of the Honeywell Stock Option
Agreement, at such time at which the option thereunder becomes exercisable,
AlliedSignal will be permitted to effect a cashless exercise thereof,
without payment of any funds.
Item 4. Purpose of the Transaction.
(a)-(j) On June 4, 1999, AlliedSignal, Honeywell and Blossom
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
AlliedSignal ("Merger Sub"), entered into an Agreement and Plan of Merger
(the "Merger Agreement"), a copy of which is Exhibit 1 hereto and is
incorporated herein by reference. All references herein are qualified in
their entirety by reference to the Merger Agreement. The Merger Agreement
provides, among other things, for the merger of Merger Sub with and into
Honeywell (the "Merger") with Honeywell being the corporation surviving the
Merger (the "Surviving Corporation").
Pursuant to the Merger Agreement, at the effective time of the
Merger (the "Effective Time"), each share of Honeywell Common Stock issued
and outstanding immediately prior to the Effective Time (excluding those
held in the treasury of Honeywell, by any subsidiary of Honeywell or by
AlliedSignal or any of its subsidiaries (collectively, the "Excluded
Shares")) will cease to exist and be converted into the right to receive
1.875 shares of common stock, par value $1.00 per share, of AlliedSignal
(the "AlliedSignal Common Stock"). The Merger Agreement also provides that
each Excluded Share will be canceled without payment of any consideration
therefor. As a consequence of the Merger, Honeywell will become a
wholly-owned subsidiary of AlliedSignal. As of or after the Effective Time,
(i) the Honeywell Common Stock will be delisted from trading on the New
York Stock Exchange and (ii) Honeywell will no longer be required to file
periodic reports under Section 12(b) of the Securities Exchange Act of 1934
(as amended).
Consummation of the Merger is subject to the satisfaction or
waiver at or prior to the Effective Time of certain conditions, including,
but not limited to, approval and adoption of the Merger and the Merger
Agreement by the holders of shares of Honeywell Common Stock, approval of
the issuance of shares of AlliedSignal Common Stock in accordance with the
terms of the Merger Agreement by the holders of shares of AlliedSignal
Common Stock, expiration or termination of the applicable waiting periods
under the Hart-Scott-Rodino AntiTrust Improvements Act of 1976, as amended
(the "HSR Act"), approval of the Merger by the European Commission pursuant
to the applicable requirements of Council Regulation No. 4064/89 of the
European Community, as amended, receipt of letters from Honeywell's and
AlliedSignal's independent public accountants regarding the permissibility
of accounting for the Merger as a "pooling of interests", receipt of legal
opinions regarding the tax-free nature of the Merger, and other customary
conditions.
Pursuant to the Merger Agreement, (i) the certificate of
incorporation and the by-laws of Honeywell as in effect immediately prior
to the Effective Time will be the certificate of incorporation and by-laws
of the Surviving Corporation (until amended in accordance with applicable
laws), except that, in connection with the Merger, the certificate of
incorporation of Honeywell will be amended to (x) reduce to 1,000 the
number of shares of common stock authorized for issuance and (y) eliminate
all other shares of capital stock Honeywell is currently authorized to
issue, (ii) from and after the Effective Time, the directors of Merger Sub
will be the directors of the Surviving Corporation until their successors
are duly elected or appointed and have qualified or until their resignation
or removal and (iii) the officers of Honeywell, immediately prior to the
Effective Time, shall continue to serve as the officers of the Surviving
Corporation from and after the Effective Time until their successors are
duly elected or appointed and have qualified or until their resignation or
removal.
The Merger Agreement contains certain customary restrictions on
the conduct of the business of Honeywell, AlliedSignal and their respective
subsidiaries prior to the Effective Time (or the termination of the
Agreement, if the Agreement is terminated without the consummation of the
Merger), including, without limitation, not (i) declaring, setting aside or
paying any dividend or distribution payable in cash, stock or property in
respect of any capital stock (other than regular quarterly cash dividends
in respect of the Honeywell Common Stock in amounts consistent with past
practice), (ii) making acquisitions or effecting dispositions (other than
(x) in the ordinary course of business consistent with past practice, (y)
acquisitions involving the payment of cash in an amount not in excess of
$500 million, in the case of Honeywell, or $2 billion, in the case of
AlliedSignal, in each case in the aggregate, and (z) dispositions of assets
and property having a fair market value not in excess of $500 million, in
the case of Honeywell, or $1 billion in the case of AlliedSignal, in each
case in the aggregate), (iii) entering into any material joint venture,
partnership or similar arrangement, (iv) issuing any shares of capital
stock (other than in certain instances in connection with employee or
director stock options or other equity based awards) or (v) entering into,
amending or waiving provisions of, or granting any approval under any
standstill agreement, except that Honeywell's or AlliedSignal's Board of
Directors may grant a waiver of provision of, or approval under, a
standstill agreement to permit the making of a Superior Proposal (defined
below) if the Board of Directors determines in its good faith judgment,
after receiving the advice of outside counsel, that, in light of the
Superior Proposal, there is a reasonable possibility that the Board of
Directors would be in violation of its fiduciary duties under applicable
law if it failed to grant the waiver or approval.
Under the Merger Agreement, Honeywell and its Subsidiaries, on
the one hand, and AlliedSignal and its Subsidiaries on the other hand, may
not, and must use their reasonable best efforts to cause their respective
officers, directors, employees, investment bankers, consultants, attorneys,
accountants, agents and other representatives not to, take any action to
solicit, initiate, encourage or facilitate the making of any Acquisition
Proposal (defined below) or any inquiry with respect to any Acquisition
Proposal or engage in substantive discussions or negotiations with any
person with respect to any Acquisition Proposal or disclose any nonpublic
information relating to it or any of its Subsidiaries to, any person who
has made or, to its knowledge, is considering making, an Acquisition
Proposal.
The Merger Agreement provides, however, that Honeywell and
AlliedSignal, as applicable, may furnish information to a person who makes
a Superior Proposal and may participate in negotiations and discussions
regarding such a Superior Proposal if:
(x) the Superior Proposal was not solicited by Honeywell or
AlliedSignal, as applicable, and did not result from a violation by it of
the provision described in the prior paragraph;
(y) before the Honeywell or AlliedSignal, as applicable,
stockholders vote to approve the transaction, its Board of Directors
determines in its good faith judgment, after receiving the advice of
outside counsel that, in light of the Superior Proposal, if Honeywell or
AlliedSignal, as applicable, were to fail to participate in negotiations or
discussions regarding the Superior Proposal, or to provide information to
the person making the Superior Proposal, there is a reasonable possibility
the Board of Directors would be in violation of its fiduciary duties under
applicable laws; and
(z) Honeywell or AlliedSignal, as applicable, gives the other
notice of its intention to so provide information and/or enter into
negotiations or discussions.
"Acquisition Proposal" is defined in the Merger Agreement to mean
any written offer or proposal for any (i) acquisition of an asset of
AlliedSignal or Honeywell, as applicable, or any of their respective
subsidiaries that constitutes 20% or more of the net revenues, net income
or assets of such party and its subsidiaries; (ii) acquisition of 20% or
more of any class of equity securities of AlliedSignal or Honeywell or any
of their respective subsidiaries whose business constitutes 20% or more of
the net revenues, net income or assets of such party and its subsidiaries;
(iii) tender offer or exchange offer that, if consummated, would result in
any person beneficially owning 20% or more of any class of equity
securities of AlliedSignal or Honeywell or any of their respective
subsidiaries whose business constitutes 20% or more of the net revenues,
net income or assets of such party and its subsidiaries; or (iv) merger,
business combination, recapitalization, liquidation or similar transaction
involving AlliedSignal or Honeywell or any of their respective subsidiaries
whose business constitutes 20% or more of the net revenues, net income or
assets of such party and its subsidiaries.
"Superior Proposal" is defined in the Merger Agreement to mean
any Acquisition Proposal for all of the outstanding shares of AlliedSignal
or Honeywell common stock (i) on terms that the Board of Directors of
AlliedSignal or Honeywell, as applicable, determines in its good faith
judgment (after consultation with a financial advisor and taking into
account all the terms and conditions of the Acquisition Proposal) are more
favorable from a financial point of view to its stockholders than the
Merger; and (ii) in the Board of Directors' judgment, is reasonably likely
to be consummated.
Each of Honeywell and AlliedSignal is obligated under the Merger
Agreement to call a special meeting of its stockholders to vote to approve
the Merger. Each company's Board of Directors is required to recommend that
its stockholders vote to approve the Merger. However, under the Merger
Agreement, Honeywell's and AlliedSignal's Board of Directors may fail to
make, or may withdraw or modify, such recommendation to its stockholders
after receiving any Acquisition Proposal that constitutes a Superior
Proposal if:
(a) the Board of Directors determines in its good faith judgment,
after receiving the advice of outside counsel, that, in light of the
Superior Proposal, there is a reasonable possibility that the Board of
Directors would be in violation of its fiduciary duties under applicable
law if it failed to withdraw or modify its recommendation;
(b) the other party is given five business days' written notice
advising that the Board of Directors of Honeywell or AlliedSignal, as
applicable, intends to resolve to withdraw or modify its recommendation
absent modification of the terms of the Merger Agreement; and
(c) assuming the Merger Agreement was amended to reflect all
adjustments to the terms and conditions proposed by the other during the
five business day period, the Acquisition Proposal would nonetheless
constitute a Superior Approval.
The Merger Agreement may be terminated:
(i) by Honeywell or AlliedSignal, if the other's Board of
Directors shall have failed to recommend or withdrawn its approval of the
Merger or the Merger Agreement or shall have failed to call a meeting of
its stockholders to vote with respect to the Merger Agreement, or shall
have recommended a Superior Proposal ("Recommendation Withdrawal
Termination Event");
(ii) by Honeywell or AlliedSignal, if the Honeywell stockholders
or the AlliedSignal stockholders fail to approve the Merger and the Merger
Agreement ("Approval Failure Termination Event");
(iii) by Honeywell or AlliedSignal, if the Merger is not
consummated by February 4, 2000, or, if the failure to consummate the
Merger by April 4, 2000 is solely a result of the failure to obtain the
necessary governmental or regulatory approval ("Drop Dead Date Termination
Event"); and
(iv) by Honeywell or AlliedSignal, if the other materially
breaches its representations, warranties, covenants or obligations
contained in the Merger Agreement ("Breach Termination Event").
Under the Merger Agreement, AlliedSignal or Honeywell, as
applicable, becomes entitled to receive (a) a termination fee of $350
million from the other party in the case of a Recommendation Withdrawal
Termination Event triggered by the other party's Board of Directors, (b) a
termination fee of $200 million, in the case of an Approval Failure
Termination Event resulting from the other party's stockholders' failure to
approve the Merger and the Merger Agreement or a Breach Termination Event
resulting from a breach by the other party, if prior to the occurrence of
either event, any person shall have made an Acquisition Proposal for the
other party, with an additional termination fee of $150 million payable if,
within nine months after such termination, the other party enters into a
definitive agreement with respect to an Acquisition Proposal, or (c) a
termination fee of $350 million, in the case of a Drop Dead Date
Termination Event, if prior to the occurrence of such event, any Person
shall have made an Acquisition proposal for the other party and within nine
months after such termination the other party enters into a definitive
agreement with respect to an Acquisition Proposal.
Concurrent with the execution of the Merger Agreement,
AlliedSignal and Honeywell entered into a Stock Option Agreement, dated as
of June 4, 1999 (the "Honeywell Stock Option Agreement"), a copy of which
is Exhibit 2 hereto and is incorporated herein by reference. All references
herein are qualified in their entirety by reference to the Stock Option
Agreement. Pursuant to the Honeywell Stock Option Agreement, Honeywell
granted AlliedSignal an unconditional, irrevocable option (the "Option") to
purchase, pursuant to the terms and conditions thereof, up to 25,241,518
(subject to adjustment as provided in the Honeywell Option Agreement) fully
paid and nonassessable shares of Honeywell Common Stock (the "Option
Shares") at a price of $109.453 per share (the "Option Price"). The Stock
Option Agreement provides that AlliedSignal may exercise the Option in
whole or in part at any time or from time to time after the payment of the
Termination Fee (the "Honeywell Trigger Event"), by delivering a written
notice thereof in accordance with the terms of the Honeywell Stock Option
Agreement. The right to exercise the Option shall terminate upon the
earliest of (i) the occurrence of the Effective Time of the Merger, (ii)
120 days after the date of full payment of the Termination Fee (defined
below) by Honeywell to AlliedSignal, (iii) the date of the termination of
the Merger Agreement so long as no Honeywell Trigger Event has occurred or
could still occur, or (iv) the first anniversary of the date of termination
of the Merger Agreement.
"Termination Fee" is defined as payment of a fee equal to $350
million upon the termination of the Merger Agreement.
Pursuant to the Honeywell Stock Option Agreement, if, within two
years of the exercise of the Option, AlliedSignal requests Honeywell in
writing to register any of the Option Shares under the Securities Act of
1933, as amended (the "Securities Act"), Honeywell is obligated to use its
reasonable best efforts to cause such Option Shares to be registered under
the Securities Act within 60 days from receipt of AlliedSignal's request
and to keep such registration in effect for at least 90 days. Honeywell has
also agreed to notify AlliedSignal at least 10 days prior to filing a
registration statement under the Securities Act (other than a filing on
Form S-4 or S-8) with respect to any shares of Honeywell Common Stock. If
AlliedSignal, within two days following receipt of such notice, requests
Honeywell in writing to include any portion of the Option Shares in such
registration statement, Honeywell shall include such Option Shares in such
registration statement. Honeywell shall bear all expenses relating to any
registration statement other than underwriting discounts and commissions
related to the sale of such Option Shares.
Honeywell has agreed that after the occurrence of the Honeywell
Trigger Event while the Option remains exercisable, at the request of
AlliedSignal, Honeywell shall repurchase the Option from AlliedSignal, in
whole or in part, at a price equal to the number of shares of Honeywell
Common Stock then purchasable upon exercise of the Option (or such lesser
number of shares as may be designated in the Cash Exercise Notice (as
defined in the Honeywell Stock Option Agreement)) multiplied by the amount
by which the higher of the Proposed Alternative Transaction Price or the
Average Market Price (each as defined in the Honeywell Stock Option
Agreement) exceeds the Option Price.
In the Honeywell Stock Option Agreement, AlliedSignal has agreed
that, from and after the date of exercise of the Option, and for as long as
AlliedSignal owns the Option Shares, it will not, nor will it permit any of
its affiliates to, without the prior consent of the Board of Directors of
Honeywell, (i) acquire or agree, offer, seek or propose to acquire,
ownership of more than 25% of any class of voting securities of Honeywell
or any rights or options to acquire such ownership (including from a third
party); (ii) propose a merger, consolidation or similar transaction
involving Honeywell; (iii) offer or propose to purchase, lease or otherwise
acquire all or a substantial portion of the assets of Honeywell; (iv) seek
or propose to influence or control the management or policies of Honeywell
or to obtain representation on the Honeywell Board of Directors, or solicit
or participate in the solicitation of any proxies or consents with respect
to the securities of Honeywell; (v) enter into any agreements or
arrangements with any third party with respect to any of the foregoing; or
(vi) request permission to do any of the foregoing or request any
permission to make any public announcement with respect to any of the
foregoing. The above provision will not apply to the actions taken pursuant
to the Merger Agreement. Additionally, AlliedSignal may not sell, transfer
any beneficial interest in, pledge, hypothecate or otherwise dispose of any
voting securities at any time except pursuant to a tender offer, exchange
offer, merger or consolidation of Honeywell, or in connection with a sale
of all or substantially all of the assets of Honeywell, pursuant to a
registered public offering or in compliance with Rule 144 of the General
Rules and Regulations under the Securities Act (or any similar successor
rule). AlliedSignal agrees to be present in person or to be represented by
proxy at all stockholder meetings of Honeywell so that all shares of voting
securities beneficially owned by it or its affiliates may be counted for
the purpose of determining the presence of a quorum at such meetings.
AlliedSignal also agrees to vote or cause to be voted all voting securities
beneficially owned by it or its affiliates proportionately with the votes
cast by all other stockholders present and voting.
Notwithstanding any other provision of the Honeywell Stock Option
Agreement, in no event shall the total profit derived by AlliedSignal from
the Option, Option Shares and any termination fee paid to AlliedSignal
pursuant to the Merger Agreement exceed in the aggregate $400 million.
Concurrent with the execution of the Merger Agreement and the
Honeywell Stock Option Agreement, AlliedSignal and Honeywell also entered
into another Stock Option Agreement, dated as of June 4, 1999 (the
"AlliedSignal Stock Option Agreement"), a copy of which is attached hereto
as Exhibit 3 and is incorporated herein by reference. Pursuant to the
AlliedSignal Stock Option Agreement, AlliedSignal granted Honeywell an
option to purchase, pursuant to the terms and subject to the conditions
thereof, up to 109,308,537 shares of AlliedSignal Common Stock at a price
of $58.375 per share, on terms and conditions (including with respect to
profit limitation) that are substantially similar to the terms and
conditions contained in the Honeywell Stock Option Agreement.
The foregoing summaries of the Merger Agreement, the Honeywell
Stock Option Agreement and the AlliedSignal Stock Option Agreement do not
purport to be complete and are qualified in their entirety by reference to
the text of such agreements which are Exhibits 1, 2 and 3 hereto,
respectively.
Except as set forth above or in other Items of this Statement
(which Items are incorporated hereby by reference), the Merger Agreement,
the Honeywell Stock Option Agreement or the AlliedSignal Stock Option
Agreement, neither AlliedSignal nor, to the best of AlliedSignal's
knowledge, any of the individuals named in Schedule I hereto has any plans
or proposals which relate to or which would result in or relate to any of
the actions specified in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) - (b) By reason of its execution of the Honeywell Stock
Option Agreement, AlliedSignal may be deemed to have beneficial ownership
of, and sole voting and dispositive power with respect to, the 25,241,518
shares of Honeywell Common Stock subject to current share ownership and the
Option. AlliedSignal also indirectly owns 75,000 shares of Honeywell Common
Stock through a wholly owned subsidiary. Accordingly, AlliedSignal might be
deemed to beneficially own 25,316,518 shares of Honeywell Common Stock (or
approximately 16.7% of the outstanding shares of Honeywell Common Stock
based upon the 126,841,802 shares of Honeywell Common Stock outstanding on
June 1, 1999, as represented to AlliedSignal by Honeywell in the Merger
Agreement, assuming exercise of the options). However, AlliedSignal
expressly 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
above. 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.
(c) Neither AlliedSignal nor, to the best of AlliedSignal's
knowledge, any of the individuals named in Schedule I hereto, has effected
any transaction in Honeywell Common Stock during the past 60 days.
(d) So long as AlliedSignal has not exercised the Option (and
prior to the consummation of the Merger), AlliedSignal does not have the
right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any shares of Honeywell Common Stock
issuable pursuant to the Honeywell Stock Option Agreement. AlliedSignal has
the right to receive and the power to direct the receipt of dividends from,
or the proceeds from the sale of 75,000 shares of Honeywell Common Stock
which are owned by a wholly owned subsidiary of AlliedSignal.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as provided in the Merger Agreement, the Honeywell Stock
Option Agreement or the AlliedSignal Stock Option Agreement or as set forth
in other Items of this Statement (which Items are incorporated hereby by
reference), neither AlliedSignal nor, to the best of AlliedSignal's
knowledge, any of the individuals named in Schedule I hereto has any
contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of Honeywell,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be filed as Exhibits.
Exhibit 1 -- Agreement and Plan of Merger, dated as of June 4,
1999, among AlliedSignal, Blossom Acquisition
Corp. and Honeywell (filed as Exhibit 2.1 to
AlliedSignal's Form 8-K filed on June 8, 1999 and
incorporated herein by reference).
Exhibit 2 -- Stock Option Agreement, dated as of June 4, 1999,
between AlliedSignal and Honeywell (Honeywell as
Issuer) (filed as Exhibit 2.2 to AlliedSignal's
Form 8-K filed on June 8, 1999 and incorporated
herein by reference).
Exhibit 3 -- Stock Option Agreement, dated as of June 4, 1999,
between AlliedSignal and Honeywell (AlliedSignal
as Issuer) (filed as Exhibit 2.3 to AlliedSignal's
Form 8-K filed on June 8, 1999 and incorporated
herein by reference).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Dated: June 14, 1999
AlliedSignal Inc.
By: /s/ Peter M. Kreindler
-----------------------------
Name: Peter M. Kreindler
Title: Senior Vice President,
General Counsel and
Secretary
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
ALLIEDSIGNAL INC.
The name, present principal occupation or employment, and the
name of any corporation or other organization in which such employment is
conducted, of each of the directors and executive officers of AlliedSignal
Inc. is set forth below. Except as set forth below, each of the directors
and executive officers is a citizen of the United States. Unless otherwise
indicated below, the business address of each director and executive
officer is AlliedSignal Inc., 101 Columbia Road, P.O. Box 4000,
Morristown, NJ 07962-2497.
Name and Business Present Principal Occupation or Employment
- ----------------- ------------------------------------------
Directors
- ---------
Lawrence A. Bossidy Chairman of the Board and Chief Executive
Officer, AlliedSignal Inc.
Hans W. Becherer Chairman and Chief Executive Officer, Deere
& Company; Chairman of the Corporate
Governance Committee
Marshall Carter Chairman and Chief Executive Officer,
State Street Corporation
Ann M. Fudge Executive Vice President, Kraft Food, Inc.,
President, Maxwell House and Post Division
Robert P. Luciano Retired Chairman and Chief Executive
Officer, Schering-Plough Corporation;
Chairman of the Management Development and
Compensation Committee
Robert B. Palmer Former Chairman, President and Chief
Executive Officer, Digital Equipment
Corporation
Russell E. Palmer Chairman and Chief Executive Officer, The
Palmer Group; Chairman of the Audit
Committee
Frederic M. Poses President and Chief Operating Officer,
AlliedSignal Inc.
Ivan G. Seidenberg Chairman and Chief Executive Officer, Bell
Atlantic Corporation
Andrew C. Sigler Retired Chairman and Chief Executive
Officer, Champion International Corporation
John R. Stafford Chairman, President and Chief Executive
Officer, American Home Products Corporation
Lt. Gen. Thomas P. Stafford U.S. Air Force, Retired; Consultant,
General Technical Services, Inc.; Chairman
of the Technology Committee
Robert C. Winters Chairman Emeritus, Prudential Insurance
Company of America; Chairman of the
Retirement Plans Committee
Henry T. Yang Chairman of the University of California,
Santa Barbara
Executive Officers
- ------------------
Lawrence A. Bossidy Chairman of the Board and Chief Executive
Officer
Federic M. Poses President and Chief Operating Officer
Peter M. Kreindler Senior Vice President, General Counsel and
Secretary
Donald J. Redlinger Senior Vice President, Human Resources and
Communications
Richard F. Wallman Senior Vice President and Chief Financial
Officer
Robert D. Johnson President and Chief Executive Officer -
AlliedSignal Aerospace
William J. Amelio President, Turbocharging Systems
David E. Berges President, Consumer Products Group
Gary A. Cappeline President, Specialty Chemicals
Karen K. Clegg President, Federal Manufacturing
& Technologies
Steven R. Loranger President, Engines
Jeffrey I. Sinclair President, Truck Brake Systems
John H. Weber President, Friction Materials
David N. Weidman President, Polymers
Geoffrey Wild President, Electronic Materials
