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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(FINAL AMENDMENT)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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MEASUREX
CORPORATION
(NAME OF SUBJECT COMPANY)
HONEYWELL ACQUISITION CORP.
HONEYWELL INC.
(BIDDERS)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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583432 10 9
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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)
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COPY TO:
DAVID J. FRIEDMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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Page 1 of 6 pages
The Exhibit Index appears on page 5
This Final Amendment of the Schedule 14D-1 also constitutes an initial filing
of a Statement on Schedule 13D.
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This Amendment No. 2 (Final Amendment) amends and supplements the Tender
Offer Statement on Schedule 14D-1 dated January 31, 1997, as amended (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.
This Amendment No. 2 (Final Amendment) is being filed to report that the
Offer expired at Midnight, New York City time, on Friday, February 28, 1997.
At the expiration of the Offer 16,044,378 Shares (representing approximately
97.4% of the outstanding Shares), including 598,419 Shares subject to
guarantees of delivery, had been tendered and not withdrawn pursuant to the
Offer.
Item 6. Interest in Securities of the Subject Company.
Items 6(a) and 6(b) are hereby amended by adding the following:
The Offer expired at Midnight, New York City time, on Friday,
February 28, 1997. On March 3, 1997, the Purchaser advised the
Depositary that it has accepted for purchase 16,044,378 Shares
pursuant to the Offer.
As of March 3, 1997, Honeywell was the beneficial owner of
16,044,378 Shares (including 598,419 Shares subject to
guarantees of delivery) representing approximately 97.4% of
the outstanding Shares.
The information set forth in the Press Release dated March 3,
1997, a copy of which is attached as Exhibit (a)(10), is hereby
incorporated herein by reference.
Item 11. Material To Be Filed As Exhibits.
Item 11 is hereby amended by adding the following:
(a)(10) Form of Press Release dated March 3, 1997
2 of 6 pages
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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: March 3, 1997 HONEYWELL ACQUISITION CORP.
By: /s/ George Van Kula
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Name: George Van Kula
Title: Vice President
3 of 6 pages
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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: March 3, 1997 HONEYWELL INC.
By: /s/ Lawrence W. Stranghoener
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Name: Lawrence W. Stranghoener
Title: Vice President
4 of 6 pages
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
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(a)(10) Form of Press Release 6
dated March 3, 1997
5 of 6 pages
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FOR IMMEDIATE RELEASE
From: Frances B. Emerson
Honeywell Inc.
Honeywell Plaza
Minneapolis, MN 55440
(612) 951-0072
HONEYWELL INC. COMPLETES CASH TENDER OFFER
FOR MEASUREX CORPORATION
MINNEAPOLIS, March 3, 1997 -- Honeywell Inc. (NYSE:HON) today announced
that its wholly owned subsidiary has completed its cash tender offer for all
outstanding shares of common stock of Measurex Corporation at a price of $35.00
per share.
Honeywell reported that it has been advised by ChaseMellon Shareholder
Services, L.L.C., the Depositary for the offer, that, based on a preliminary
count, a total of 16,044,378 shares (including 598,419 shares subject
to guarantees of delivery) have been tendered and not withdrawn pursuant to the
offer, which expired at midnight, Eastern Standard Time, on Friday, February
28, 1997, and that all such shares have been accepted for payment in accordance
with the terms of the offer.
After giving effect to the purchase of the shares tendered, Honeywell
presently beneficially owns approximately 97.4 percent of the outstanding
Measurex shares.
As previously announced, Honeywell and Measurex intend to effect a merger
transaction pursuant to which Measurex will become a wholly owned subsidiary of
Honeywell and all remaining Measurex stockholders (other than Honeywell) will
be entitled to receive the same $35.00 cash price for each of their shares. It
is currently anticipated that the merger transaction will be completed in the
near future.
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
