<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
MEASUREX CORPORATION
(NAME OF SUBJECT COMPANY)
HONEYWELL ACQUISITION CORP.
HONEYWELL INC.
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
583432 10 9
(CUSIP NUMBER OF CLASS OF SECURITIES)
EDWARD D. GRAYSON, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
HONEYWELL INC.
HONEYWELL PLAZA
MINNEAPOLIS, MINNESOTA 55408
(612) 951-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPY TO:
DAVID J. FRIEDMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
Page 1 of 6 pages
The Exhibit Index appears on page 5
<PAGE> 2
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 dated January 31, 1997 (the "Schedule 14D-1") filed by Honeywell
Inc., a Delaware corporation, and its wholly owned subsidiary, Honeywell
Acquisition Corp., a Delaware corporation (the "Purchaser"), relating to the
Purchaser's tender offer for all of the outstanding shares of Common Stock, par
value $.01 per share (the "Common Stock"), including the associated preferred
share purchase rights (the "Rights" and together with the Common Stock, the
"Shares"), of Measurex Corporation, a Delaware corporation (the "Company"), at
$35.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated January 31, 1997 and the
related Letter of Transmittal.
Unless otherwise defined herein, all capitalized terms used herein shall
have the respective meanings given such terms in the Schedule 14D-1.
Item 10. Additional Information.
Section 14 of the Offer is hereby amended to provide that the Purchaser
cannot assert any of the conditions set forth in Section 14 (other than those
related to regulatory approvals) after the Expiration Date.
Item 11. Material To Be Filed As Exhibits.
Item 11 is hereby amended by adding the following:
(a)(9) Form of Press Release dated February 21, 1997
2 of 5 pages
<PAGE> 3
SIGNATURE
After due 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.
Date: February 21, 1997 HONEYWELL ACQUISITION CORP.
By: /s/ George Van Kula
-----------------------
Name: George Van Kula
Title: Vice President
3 of 5 pages
<PAGE> 4
SIGNATURE
After due 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.
Date: February 21, 1997 HONEYWELL INC.
By: /s/ Lawrence W. Stranghoener
------------------------------
Name: Lawrence W. Stranghoener
Title: Vice President
4 of 5 pages
<PAGE> 5
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
(a)(9) Form of Press Release
dated February 21, 1997 6
5 of 6 pages
<PAGE> 1
FOR IMMEDIATE RELEASE
From: Frances B. Emerson
Honeywell Inc.
Honeywell Plaza
Minneapolis, MN 55440
(612) 951-0072
HONEYWELL ACQUISITION OF MEASUREX
RECEIVES ANTITRUST CLEARANCE
MINNEAPOLIS, February 21, 1997 -- Honeywell Inc. (NYSE:HON) today
announced that early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to its
proposed acquisition of Measurex Corporation was granted by the Department of
Justice and the Federal Trade Commission effective as of February 20 and that
the HSR Act condition to the completion of the acquisition was therefore
satisfied.
Under the terms of a merger agreement between Honeywell and Measurex,
which was approved by the boards of directors of both companies, a wholly owned
subsidiary of Honeywell commenced a tender offer on January 27 for all
outstanding shares of Measurex at a price of $35.00 per share in cash. The
offer is conditioned upon, among other things, there being tendered a number of
Measurex shares which is not less than a majority of the shares outstanding on
a fully diluted basis. The environmental tests upon which the offer is
conditioned have been satisfactorily completed.
The offer and withdrawal rights will expire at 12:00 midnight EST, on
Friday, February 28, 1997, unless the offer is extended. Bear, Stearns & Co.
Inc. is serving as dealer manager in connection with the tender offer.
Georgeson & Company Inc. Is acting as information agent in connection with the
tender offer.
Honeywell is a global controls company focused on creating value through
technology that enhances comfort, improves productivity, saves energy, protects
the environment and increases safety. The company services customers worldwide
in the homes and buildings, industrial, and aviation and space markets.
Honeywell employs 53,000 people in 95 countries, and had 1996 sales of $7.3
billion.
6 of 6 pages
