SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 22, 2000
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Date of report (Date of earliest event reported)
HONEYWELL INTERNATIONAL INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-8974 22-2640650
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
101 Columbia Road
P.O. Box 4000
Morristown, New Jersey 07962-2497
Telephone: (973) 455-2000
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(Address of Principal Executive Offices)
Item 5. Other Events.
On October 22, 2000, Honeywell International Inc., a Delaware
corporation ("Honeywell"), and General Electric Company, a New York
corporation ("General Electric"), entered into an Agreement and Plan of
Merger (the "Merger Agreement"). Pursuant to the Merger Agreement and
subject to the terms and conditions set forth therein, a wholly owned
subsidiary of General Electric will be merged with and into
Honeywell, with Honeywell being the surviving corporation of such merger
(the "Merger"). As a result of the Merger, Honeywell will become a wholly
owned subsidiary of General Electric. At the Effective Time (as defined in
the Merger Agreement) of the Merger, each issued and outstanding share of
common stock, par value $1.00 per share, of Honeywell (the "Honeywell
Common Stock") will be converted into the right to receive 1.055 shares of
common stock, par value $0.06 per share, of General Electric (the "General
Electric Common Stock").
In connection with the execution of the Merger Agreement,
General Electric and Honeywell entered into a Stock Option Agreement (the
"Option Agreement") pursuant to which Honeywell granted General Electric an
option (the "Stock Option") to purchase up to approximately 19.9% of the
outstanding shares of Honeywell Common Stock exercisable in the circumstances
specified in the Option Agreement.
A copy of the Merger Agreement is attached hereto as Exhibit
2.1 and a copy of the Option Agreement is attached hereto as Exhibit 2.2.
The foregoing description of the Merger Agreement and the Option Agreement
is qualified in its entirety by reference to the full text of such
agreements, each of which is incorporated herein by reference. A joint
press release announcing the execution of the Merger Agreement and the
Option Agreement was issued on October 22, 2000, a copy of which is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of
October 22, 2000, between Honeywell and
General Electric.
2.2 Stock Option Agreement, dated as of October
22, 2000, between General Electric and
Honeywell.
99.1 General Electric and Honeywell Joint Press
Release, dated October 22, 2000.
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated: October 24, 2000
HONEYWELL INTERNATIONAL INC.
By:/s/ Richard F. Wallman
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Name: Richard F. Wallman
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of October 22,
2000, between Honeywell and General Electric.
2.2 Stock Option Agreement, dated as of October 22, 2000,
between General Electric and Honeywell.
99.1 General Electric and Honeywell Joint Press Release,
dated October 22, 2000.
