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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 2000.
REGISTRATION NO. 33-55425
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HONEYWELL INTERNATIONAL INC. DELAWARE 22-2640650
(EXACT NAME OF REGISTRANT (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
AS SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
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101 COLUMBIA ROAD
P.O. BOX 4000
MORRISTOWN, NEW JERSEY 07962-2497
(973) 455-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, OF REGISTRANT'S PRINCIPAL
EXECUTIVE OFFICES)
-------------------
PETER M. KREINDLER, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
HONEYWELL INTERNATIONAL INC.
101 COLUMBIA ROAD
MORRIS TOWNSHIP, NEW JERSEY 07962-2497
(973) 455-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [x]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
________________________________________________________________________________
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[LOGO]
HONEYWELL INTERNATIONAL INC.
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
-------------------
The Honeywell International Inc. Dividend Reinvestment and Share Purchase
Plan provides holders of the Common Stock of Honeywell International Inc. with a
simple and convenient method of investing cash dividends and optional cash
payments in additional shares of Common Stock without payment of any brokerage
commission or service charge. Any holder of record of the Common Stock is
eligible to participate in the Plan.
A participant in the Plan may purchase additional shares by:
-- reinvesting dividends on all shares of Common Stock held by the
participant; or
-- reinvesting dividends on part of the shares of Common Stock held by
the participant (while continuing to receive cash dividends on the
other shares); or
-- making optional cash payments of not less than $25 each up to a
maximum of $120,000 per calendar year, whether or not the
participant's dividends are being reinvested.
Cash dividends on all shares held for the participant's account under the
Plan will automatically be reinvested, regardless of which investment option is
selected.
Shares purchased under the Plan will be purchased from Honeywell or, in the
limited circumstances described in the Plan, on the open market. The purchase
price of shares purchased from Honeywell will be the average of the high and low
sales prices of the Common Stock reported as New York Stock Exchange Composite
Transactions for the relevant investment date, which is the dividend payment
date for months in which dividends are paid and the first business day of the
month for all other months. The purchase price of shares purchased on the open
market will be the average, or weighted average if shares are purchased on more
than one day, of the daily high and low sales prices of the Common Stock
reported as New York Stock Exchange Composite Transactions for the date or dates
of purchase. The Common Stock is listed on the New York, Chicago and Pacific
stock exchanges under the symbol 'HON'. The closing price of the Common Stock on
February 28, 2000 was $48.00 per share.
This prospectus relates to 4,000,000 shares of the Common Stock registered
for sale under the Plan, approximately 1,180,000 of which have been issued prior
to the date hereof. Shares sold under the Plan may be authorized but unissued
shares or shares held in Honeywell's treasury, or shares acquired on the open
market. You should retain this prospectus for future reference.
-------------------
YOU SHOULD READ THE 'RISK FACTORS' SECTION ON PAGE 3 OF THIS PROSPECTUS FOR
A DESCRIPTION OF VARIOUS RISKS IN EVALUATING WHETHER TO BUY OUR COMMON STOCK.
-------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is February 29, 2000.
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TABLE OF CONTENTS
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PAGE
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Risk Factors................................................ 3
Honeywell................................................... 4
The Plan.................................................... 4
Purpose................................................. 4
Advantages.............................................. 4
Administration.......................................... 5
Participation........................................... 5
Purchases............................................... 6
Optional Cash Purchases................................. 7
Taxes................................................... 8
Reports to Participants................................. 9
Dividends on Fractions of Shares........................ 10
Certificates for Shares................................. 10
Termination of Participation............................ 11
Safekeeping............................................. 11
Other Information....................................... 12
Additional Information About the Plan................... 13
Use of Proceeds............................................. 14
Experts..................................................... 14
Legal Opinion............................................... 14
Indemnification Under the Securities Act.................... 14
Where You Can Find More Information......................... 16
Cautionary Statement Concerning Forward-Looking
Statements................................................ 18
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You should rely only on the information contained in or incorporated by
reference in this prospectus. We have authorized no one to provide you with
different information. These securities are not being offered in any
jurisdiction where such offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front page of the prospectus.
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RISK FACTORS
A LARGE DECLINE IN THE AEROSPACE MARKET COULD HAVE A NEGATIVE IMPACT ON OUR
REVENUES AND RESULTS OF OPERATIONS, GIVEN THAT A SIGNIFICANT PERCENTAGE OF OUR
SALES ARE TO AEROSPACE CUSTOMERS.
In 1999, approximately 42% of our sales were to aerospace customers.
Approximately 15% of our 1999 sales were to original equipment aerospace
manufacturers. If there were a large decline in sales of aircraft that use our
components, our sales revenue and results of operation could be negatively
impacted. In addition, approximately 19% of our 1999 sales were to aftermarket
customers of aerospace products and services. If there were a large decline in
the operation of aircraft that use our components or services, our sales revenue
and results of operation could be negatively impacted.
THE PRICE OF THE COMMON STOCK MAY BE ADVERSELY AFFECTED IF THE COST SAVINGS
AND SALES ENHANCEMENTS EXPECTED AS A RESULT OF THE INTEGRATION OF ALLIEDSIGNAL
INC. AND HONEYWELL INC. ARE NOT REALIZED.
We expect that our integration following our combination on December 1, 1999
will provide significant cost savings and enhanced sales. However, our success
in realizing these cost savings and sales enhancements, and the timing of this
realization, depends on the quality and speed of the integration of the two
companies. Our integration team has identified specific areas for cost savings
and has developed a comprehensive plan for the integration of our two companies.
However, we may not realize the cost savings and sales enhancements that we
anticipate from integrating our operations as fully or as quickly as we expect
for a number of reasons, including:
our large size and worldwide presence and the resulting complexity of our
organizations;
errors in our planning or integration; and
unexpected events such as major changes in the markets in which we operate.
If we do not realize the cost savings and sales enhancements that we
anticipate from integrating our operations as fully or as quickly as we expect,
the price of our Common Stock may decline.
WE MAY BE REQUIRED TO MAKE SIGNIFICANT PAYMENTS WHEN OUR LITIGATION WITH
LITTON SYSTEMS, INC. IS RESOLVED.
Litton Systems, Inc. has filed two lawsuits against us alleging that we
engage in monopolistic practices in violation of federal antitrust laws and
infringed a Litton patent. Depending on the ultimate resolution of these
lawsuits, including possible settlement thereof, we may be required to make
significant payments.
In January 1999, a federal District Court entered a $750 million judgment
against us on Litton's antitrust claim. On September 23, 1999, the District
Court made certain dispositive rulings which in effect reduced that judgment to
$660 million plus attorney fees and costs of approximately $35 million. Both
parties have appealed the judgment to the U.S. Court of Appeals for the Ninth
Circuit. Our obligation to satisfy this judgment is suspended pending the
appeals.
In January 1995, a $1.2 billion jury verdict rendered against us in the
patent infringement suit was set aside by a federal District Court. On appeal,
the Litton patent was found to be valid but not literally infringed by us. The
matter was returned to the District Court for further review under the so-called
doctrine of equivalents. On September 23, 1999 the District Court granted our
motions for judgment as a matter of law as to all of Litton's remaining patent
infringement and state law claims. Litton is expected to once again seek an
appeal and another jury trial.
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Although it is not possible at this time to predict the result of any
eventual appeals in these cases, potential remains for an adverse outcome which
could be material to our financial position or results of operations. As a
result of the uncertainty regarding the outcome of this litigation, no provision
has been made in the financial statements with respect to this contingent
liability.
HONEYWELL
Honeywell, a Delaware corporation, is a diversified technology and
manufacturing leader, serving customers worldwide with aerospace products and
services; control technologies for buildings, homes and industry; automotive
products; power generation systems; specialty chemicals; fibers; plastics; and
electronic and advanced materials. We employ approximately 120,000 people in 95
countries.
Honeywell results from the combination on December 1, 1999 of AlliedSignal
Inc. and Honeywell Inc. In connection with the combination, AlliedSignal Inc.
changed its name to Honeywell International Inc.
Our corporate headquarters are at 101 Columbia Road, Morris Township, New
Jersey 07962. Our telephone number is (973) 455-2000.
THE PLAN
The text of the Plan consists of a question and answer statement:
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Honeywell International Inc. Dividend Reinvestment and
Share Purchase Plan is to provide holders of record of shares of the Common
Stock of Honeywell International Inc. with a simple and convenient method of
investing cash dividends and optional cash payments in additional shares of
Common Stock without payment of any brokerage commission or service charge.
ADVANTAGES
2. What are the advantages of the Plan?
A participant in the Plan may (a) have cash dividends on all of the
participant's shares automatically reinvested in Common Stock or (b) have cash
dividends on part of the participant's shares automatically reinvested or
(c) whether or not a participant has elected to have any such dividends
automatically reinvested, invest in additional shares by making optional cash
payments of not less than $25 each up to a maximum of $120,000 per calendar
year. No commission or service charge is paid by a participant in connection
with purchases under the Plan. Full investment of funds is possible under the
Plan because fractions of shares, as well as whole shares, will be credited to a
participant's account. Further, dividends in respect of such fractions, as well
as whole shares, will be reinvested in additional shares of Common Stock and
such shares will be credited to a participant's account. A participant can avoid
the need for safekeeping of certificates for shares credited to the
participant's account under the Plan. Statements of account sent to Plan
participants will provide simplified recordkeeping.
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ADMINISTRATION
3. Who administers the Plan for participants?
The Bank of New York has been designated by Honeywell as its agent to
administer the Plan for participants, maintain records, send statements of
account to participants and perform other duties relating to the Plan. The Bank
will hold for safekeeping the shares purchased for, or deposited for safekeeping
by, each participant until termination of participation in the Plan or receipt
of a written request from a participant for the issuance of a certificate for
all or part of such shares. Shares held by the Bank under the Plan will be
registered in its name or the name of one of its nominees and will be credited
to the account of each participant. In the event that the Bank should resign or
otherwise cease to act as agent, Honeywell will make such other arrangements as
it deems appropriate for the administration of the Plan.
The Bank may be contacted by mail at the following address: The Bank of New
York, Dividend Reinvestment Department, P.O. Box 1958, Newark, New Jersey
07101-9774. Telephone inquiries may be made to the Bank at 1-800-647-7147.
Please mention Honeywell International Inc. in all correspondence. The Bank also
serves as dividend disbursing agent and as transfer agent and registrar for the
Common Stock.
PARTICIPATION
4. Who is eligible to participate?
All holders of record of shares of the Common Stock are eligible to
participate in the Plan. For any shareowner whose shares are registered in the
name of someone else (e.g., in the name of a broker or bank nominee) to
participate, the shareowner must either become a shareowner of record by having
some or all of such shares transferred into the shareowner's own name, or make
appropriate arrangements with the registered holder.
5. Is partial participation possible under the Plan?
Yes. A shareowner of record who desires the dividends on only some of the
shareowner's shares to be reinvested under the Plan may indicate such number of
shares on the Authorization Form under 'Partial Dividend Reinvestment'.
Dividends on the remaining shares will not be reinvested and will be mailed
directly to the participant.
6. How does an eligible shareowner participate?
A holder of record of the Common Stock may join the Plan by signing the
Authorization Form and returning it to the Bank at the address set forth in
Question 3. A postage-paid envelope will be provided with the Authorization Form
for this purpose. An Authorization Form may be obtained at any time by calling
the Bank at 1-800-647-7147.
7. When may an eligible shareowner join the Plan?
An eligible shareowner may join the Plan at any time.
If the Authorization Form is received by the Bank prior to the record date
for a dividend payment, reinvestment of dividends will begin with that dividend
payment date. If the Authorization Form is received on or after a record date,
reinvestment of dividends will begin with the dividend payment date
5
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following the next record date. (Common Stock dividend payment dates ordinarily
are the tenth day of March, June, September and December, or the preceding
business day if such tenth day is a Saturday or Sunday; corresponding record
dates ordinarily precede payment dates by approximately three weeks.)
Optional cash payments will be invested beginning with the first business
day of the month following receipt by the Bank of the Authorization Form, unless
such month is a month in which Common Stock dividends are paid, in which case
optional cash payments will be invested on the dividend payment date.
As used in the Plan, the term 'investment date' means (a) the dividend
payment date for those months in which there is a dividend payment date and (b)
the first business day of a month in which there is no dividend payment date.
8. What does the Authorization Form provide?
The Authorization Form provides for the purchase of additional shares of
Common Stock through the following investment options:
A. 'FULL DIVIDEND REINVESTMENT', which directs Honeywell to pay to the
Bank for reinvestment in accordance with the Plan all of the participant's
cash dividends on all shares of Common Stock then or subsequently registered
in the participant's name, and which permits the participant to make
optional cash payments for the purchase of additional shares in accordance
with the Plan;
B. 'PARTIAL DIVIDEND REINVESTMENT', which directs Honeywell to pay to
the Bank for reinvestment in accordance with the Plan all of the
participant's cash dividends on that number of shares of Common Stock
registered in the participant's name and designated in the appropriate space
on the Authorization Form, and which permits the participant to make
optional cash payments for the purchase of additional shares in accordance
with the Plan;
C. 'OPTIONAL CASH PURCHASES', which permits the participant to make
optional cash payments for the purchase of additional shares in accordance
with the Plan.
A participant may select one of the dividend reinvestment options or the
optional cash purchases option. Regardless of the option selected, cash
dividends on all shares credited to a participant's account under the Plan will
be reinvested in accordance with the Plan. A participant's election may be
changed by written notice to the Bank at the address set forth in Question 3.
The Authorization Form also appoints the Bank agent for each participant and
directs the Bank to apply cash dividends and any optional cash payments a
participant might make to the purchase of additional shares in accordance with
the terms of the Plan.
PURCHASES
9. What will be the price of shares purchased under the Plan?
In the case of shares of Common Stock purchased from Honeywell with
reinvested dividends or optional cash payments on any investment date, the
purchase price will be the average of the high and low sales prices of the
Common Stock reported as New York Stock Exchange Composite Transactions for the
investment date (or the trading day immediately preceding the investment date,
if the New York Stock Exchange is closed on the investment date). If there is no
trading in the Common Stock on the New York Stock Exchange for a substantial
amount of time during any investment date, the purchase
6
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price shall be determined by Honeywell on the basis of such market quotations as
it shall deem appropriate. In the event of open market purchases of Common
Stock, the purchase price will be a weighted average price as described in
Question 31. Such purchase prices are hereinafter referred to collectively as
the 'purchase prices' and individually as the 'purchase price'.
10. How many shares will be purchased for participants?
The number of shares to be purchased depends on the amount of a
participant's dividend and any optional cash payments and the purchase price of
the shares. Each participant's account will be credited with that number of
shares, including fractions computed to four decimal places, equal to each
participant's total amount to be invested divided by the purchase price.
OPTIONAL CASH PURCHASES
11. How does the cash purchase option work?
Optional cash payments received by the Bank from a participant prior to an
investment date (see Questions 13 and 14) will be applied by the Bank to the
purchase of additional shares on the investment date (or as soon thereafter as
possible if open market purchases are made under the circumstances described in
Question 31). Cash dividends payable on all shares credited to the account of a
participant under the Plan, whether such shares were purchased with reinvested
dividends or optional cash payments, will be automatically reinvested in
additional shares.
12. How are optional cash payments made?
An optional cash payment may be made by a participant when enrolling in the
Plan by enclosing a check or money order payable to 'The Bank of New York' with
the Authorization Form returned to the Bank. Once enrolled in the Plan,
participants may make optional cash payments by sending the Bank a check or
money order payable to 'The Bank of New York' along with the tear-off section
attached to a recent statement of account provided to participants by the Bank.
The same amount of money need not be sent each month and there is no obligation
to make an optional cash payment each month.
Each optional cash payment made by a participant must be at least $25, and
such payments cannot, in any calendar year, exceed a total of $120,000 for any
participant. All cash purchases will be reflected on a statement of account sent
to participants following such purchases.
No third-party checks will be accepted by the Bank. Optional cash payments
received from foreign shareowners must be in United States dollars and will be
invested in the same manner as payments from other participants.
13. When will optional cash payments received by the Bank be invested?
Optional cash payments will be invested on the investment date in the case
of shares purchased from Honeywell and as soon as possible (but not more than 30
days) thereafter in the case of open market purchases under the circumstances
described in Question 31. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON
OPTIONAL CASH PAYMENTS. Participants are therefore strongly urged to transmit
their optional cash payments so as to be received by the Bank as close as
possible but prior to the investment date.
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14. Under what circumstances will optional cash payments be returned?
Optional cash payments received by the Bank will be returned to the
participant upon written request received by the Bank at least two business days
prior to an investment date. The Bank may, however, delay issuance of any refund
check for at least five business days after receipt of the request to allow for
clearance of the original payment. Any optional cash payments in excess of the
$120,000 per calendar year limit will be returned, as will third-party checks
and checks not in United States dollars.
COSTS
15. Are there any out-of-pocket costs to participants in connection with
participation in the Plan?
All costs of administration of the Plan are paid by Honeywell. No service
charges or brokerage commissions are charged to participants in connection with
the purchase of shares under the Plan. Certain expenses may be incurred by the
participant if the participant requests the re-registration of shares upon the
issuance of a certificate or if the participant requests that shares be sold
upon their withdrawal from the Plan (see Questions 20, 21 and 22). In addition,
starting January 1, 1995, service charges imposed by the Bank in connection with
a participant's deposit of certificates for safekeeping (Question 24) and in
connection with termination of participation in the Plan (Question 22) will be
passed on to the participant.
TAXES
16. What are the income tax consequences of participation in the Plan?
UNDER FEDERAL INCOME TAX LAW, IN THE CASE OF SHARES ACQUIRED FROM HONEYWELL
WITH REINVESTED DIVIDENDS, A PARTICIPANT WILL REALIZE, ON THE DETERMINATION DATE
(DEFINED BELOW), A TAXABLE DIVIDEND IN AN AMOUNT EQUAL TO THE FAIR MARKET VALUE
ON THE DETERMINATION DATE OF THE SHARES SO ACQUIRED RATHER THAN A DIVIDEND IN
THE AMOUNT OF THE CASH OTHERWISE PAYABLE TO THE PARTICIPANT. Such amount will
also be the tax basis of the shares. Alternatively, when the Bank purchases
shares on the open market with reinvested dividends, a participant will realize
a taxable dividend in an amount equal to the actual purchase price of the shares
so acquired plus any brokerage commissions paid by Honeywell which are
attributable to the purchase of the participant's shares. Such amount will also
be the participant's tax basis in such shares.
In the case of shares purchased with optional cash payments, a participant
will not be subject to federal income tax if the shares are purchased from
Honeywell. If the shares are purchased on the open market, a participant will
realize a taxable dividend in an amount equal to any brokerage commissions paid
by Honeywell which are attributable to the purchase of the participant's shares.
The tax basis of shares purchased with an optional cash payment and credited to
the participant's account will be the actual purchase price of such shares plus
allocable brokerage commissions.
For purposes of this Question 16, the 'fair market value' of shares acquired
with reinvested dividends will be the average of the high and low sales prices
of the shares reported as New York Stock Exchange Composite Transactions for the
determination date. The 'determination date' will be the investment date in the
case of shares purchased from Honeywell and the date shares are allocated to
participants' accounts in the case of open market purchases under the
circumstances described in Question 31.
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A participant's holding period for shares acquired pursuant to the Plan will
begin on the day following the determination date.
A participant will not realize any taxable income when the participant
receives a certificate for whole shares credited to the participant's account,
either upon the participant's request for certain of those shares or upon
termination of the participant's account.
A participant will realize gain or loss when shares are sold or exchanged,
whether such sale or exchange is pursuant to the participant's request under the
Plan or takes place after withdrawal from the Plan and, in the case of a
fraction of a share, when the participant receives a cash payment for the
fraction. The amount of such gain or loss will be the difference between the
amount which the participant receives for the shares or fraction of a share and
the tax basis thereof.
All participants are urged to consult their own tax advisors to determine
the particular tax consequences, including those under state and local tax laws,
which may result from their participation in the Plan and the subsequent
disposition of shares purchased pursuant to the Plan. The income tax
consequences for participants who do not reside in the United States will vary
from jurisdiction to jurisdiction.
17. What are the requirements for back-up withholding?
Under federal income tax law, a participant in the Plan may be subject to
backup withholding (currently at the rate of 31%) with respect to the amount of
dividends attributable to the participant's shares of Common Stock or from the
proceeds of the sale of a fraction of a share or whole shares under the Plan
unless the participant (a) is an exempt participant (including, among others,
all corporations and certain foreign individuals) or (b) provides the
participant's correct taxpayer identification number to the Bank, certifies as
to no loss of exemption from backup withholding and otherwise complies with
applicable requirements of the backup withholding rules. In order to qualify as
exempt, a foreign individual participant must submit a statement attesting to
that individual's exempt status. Amounts paid as backup withholding do not
constitute an additional tax and would be allowable as a credit against the
participant's federal income tax liability. Any withheld amounts will be
deducted from the amount of dividends to determine the amount of dividends
available for reinvestment.
Forms for certifying a participant's taxpayer identification number and for
establishing the exemption of a foreign individual participant from backup
withholding, as well as additional information concerning the requirements for
certification, may be obtained by writing the Bank at the address set forth in
Question 3. Participants should consult their own tax advisors as to their
qualification for exemption from backup withholding and the procedure for
obtaining such an exemption.
REPORTS TO PARTICIPANTS
18. What kind of reports will be sent to participants in the Plan?
As soon as practicable after each dividend payment date, a quarterly
statement of account will be mailed to each participant by the Bank. In
addition, a monthly statement will be mailed as soon as practicable after the
investment date to those participants investing optional cash payments in months
in which there is no dividend payment date. THE LATEST STATEMENT OF ACCOUNT FOR
ANY YEAR CONTAINS YEAR-TO-DATE INFORMATION AND SHOULD BE RETAINED FOR INCOME TAX
PURPOSES SINCE IT PROVIDES THE PARTICIPANT WITH A RECORD OF THE COST OF THE
PARTICIPANT'S PURCHASES DURING THAT YEAR. In addition, each participant will
receive copies of communications sent to holders of the Common Stock, including
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Honeywell's annual report to shareowners, notice of annual meeting and proxy
statement, and any Internal Revenue Service information for reporting dividend
income (i.e., Form 1099).
DIVIDENDS ON FRACTIONS OF SHARES
19. Will participants be credited with dividends on fractions of shares?
Yes. Dividends with respect to fractions of shares held under the Plan, as
well as whole shares, will be credited to the participant's account and will be
reinvested in additional shares.
CERTIFICATES FOR SHARES
20. Will certificates be issued for shares purchased?
No certificate will be issued for shares credited to a participant's account
unless the participant so requests the Bank in writing as indicated below or
until the account is terminated. The number of shares credited to an account
under the Plan will be shown on the participant's latest statement of account.
This service protects against loss, theft or destruction of stock certificates.
At any time, a participant may request a certificate for (or the sale of)
all or part of the whole shares credited to the participant's account by
checking the appropriate box on the tear-off section attached to a recent
statement of account provided by the Bank and mailing it to the Bank at the
address set forth in Question 3. The request should contain a reference to
Honeywell International Inc. If a sale is requested, the Bank will sell the
shares at market within five business days after receipt of the request, and the
participant will receive the proceeds from the sale, less any brokerage
commissions and any transfer tax. Any remaining whole shares and fraction of a
share will continue to be credited to the participant's account. In no event
will a certificate for a fraction of a share be issued to participants.
Shares credited to the account of a participant under the Plan may not be
pledged or assigned and any such purported pledge or assignment shall be void. A
participant who wishes to pledge or assign any of the shares must request that a
certificate for those shares be issued in the participant's name.
An institution that is required by law to maintain physical possession of
certificates may request a special arrangement regarding the issuance of
certificates for whole shares purchased under the Plan. This request should be
mailed to the Bank at the address set forth in Question 3.
21. In whose name will certificates be registered when issued to
participants?
Shareowner accounts under the Plan are maintained in the names in which
certificates of participants were registered at the time they joined the Plan.
Consequently, certificates for whole shares will be similarly registered when
issued. If a participant wants these shares registered in any name other than
that of the holder of record participating in the Plan or wants to transfer
shares to another Plan account, the participant should contact the Bank at the
address or telephone number set forth in Question 3 to request the appropriate
forms. In the event of such re-registration or transfer, a participant would be
responsible for any possible transfer taxes and for compliance with any
applicable transfer requirements.
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TERMINATION OF PARTICIPATION
22. How is participation in the Plan terminated?
To terminate participation in the Plan, a participant (or participants if a
joint registration) must notify the Bank by checking the appropriate box on the
tear-off section attached to a recent statement of account provided by the Bank
and mailing it to the Bank at the address set forth in Question 3. When
participation in the Plan is terminated or upon termination of the Plan by
Honeywell, a certificate for whole shares credited to the participant's account
under the Plan will be issued and a cash payment will be made for any fraction
of a share. Such cash payment will be based on the closing price of the Common
Stock reported as New York Stock Exchange Composite Transactions for the first
business day of the week next following the day the termination notice is
received by the Bank. Any service charge imposed by the Bank in connection with
termination of participation in the Plan (currently $5.00) will be subtracted
from the cash payment.
Upon termination of participation, a participant may also request that all
or part of the whole shares credited to the participant's account in the Plan be
sold. The sale will be made by the Bank for the participant's account at market
within five business days after the Bank receives the request, except that sales
with respect to requests received on or after the record date for a dividend
will be made at market as promptly as possible following the dividend payment
date. The participant will receive the proceeds from the sale, less any
brokerage commissions, Bank service charge and any transfer tax.
23. When may participation in the Plan be terminated?
A participant may request termination of participation in the Plan at any
time.
If the request to terminate is received by the Bank prior to the record date
for a dividend, the request will be processed on the day following its receipt.
If the request to terminate is received on or after the record date for a
dividend, any cash dividend paid on the dividend payment date will be reinvested
for the participant's account. Any optional cash payment which had been sent to
the Bank prior to the request to terminate will be invested unless return of the
amount is expressly requested in the termination request and the request is
received at least two business days prior to the investment date. The request to
terminate will be processed as promptly as possible following the investment
date.
All dividends subsequent to termination of participation will be paid to the
participant in cash unless the participant re-enrolls in the Plan, which may be
done at any time.
SAFEKEEPING
24. Will the Bank accept a participant's underlying certificates for
safekeeping?
Yes. Participants in the Plan who wish to do so may deposit Common Stock
certificates registered in their names with the Bank for safekeeping. This
custodial service relieves a participant of the responsibility for loss, theft
or destruction of the certificates. The shares represented by the deposited
certificates will be transferred into the name of the Bank or its nominee and
the Bank will credit the shares to the participant's Plan account. Dividends
paid on all shares held for safekeeping by the Bank will be reinvested in shares
of Common Stock pursuant to the Plan.
Participants who wish to utilize this service should send their certificates
(which should not be endorsed) to the Bank at the address set forth in
Question 3, along with a written request that the
11
<PAGE>
certificates be deposited by the Bank for safekeeping under the Plan and a check
made payable to 'The Bank of New York' to cover the Bank's service charge for
this service (currently $7.00 for each deposit, regardless of the number of
certificates). Because the participant bears the risk of loss in sending
certificates to the Bank, it is recommended that the certificates be sent by
registered mail, return receipt requested and properly insured.
OTHER INFORMATION
25. What happens when a participant sells or transfers all of the shares
registered in the participant's name?
If a participant disposes of all shares registered in the participant's
name, the Bank will continue to reinvest the dividends on shares credited to the
participant's account under the Plan, subject to the participant's right to
terminate participation in the Plan at any time. If, however, a participant who
disposes of all registered shares has less than one whole share credited to the
participant's account under the Plan, the account will automatically be
terminated and a cash payment will be made for the fraction of a share.
26. If Honeywell has a rights offering, how will the rights on the Plan
shares be handled?
If a participant is entitled to participate in a rights offering relating to
the Common Stock, the entitlement will be based upon the participant's total
holdings. However, rights certificates will be issued for the number of whole
shares only.
27. What happens if Honeywell issues a dividend payable in stock or declares
a stock split?
Any dividend payable in Common Stock or split shares distributed by
Honeywell on shares credited to the account of a participant under the Plan or
on shares registered in the name of the participant will be credited to the
participant's account under the Plan.
28. How will a participant's shares held by the Bank be voted at
shareowners' meetings?
Shares held by the Bank for a participant will be voted as the participant
directs.
A proxy card will be sent to each participant in connection with any annual
or special meeting of shareowners, as in the case of shareowners not
participating in the Plan. This proxy will apply to all whole shares registered
in the participant's own name, if any, as well as to all whole shares credited
to the participant's account under the Plan.
As in the case of non-participating shareowners, if no instructions are
indicated on a properly signed and returned proxy card, all of the participant's
whole shares -- those registered in the participant's name, if any, and those
credited to the participant's account under the Plan -- will be voted in
accordance with the recommendations of Honeywell's management. If the proxy card
is not returned or is returned unsigned, the participant's shares may be voted
only if the participant or a duly appointed representative votes in person at
the meeting.
29. What are the responsibilities of Honeywell and the Bank under the Plan?
Honeywell and the Bank will not be liable under the Plan for any act done in
good faith or for any good faith omission to act including, without limitation,
any claim of liability arising out of failure to terminate a participant's
account upon such participant's death or with respect to the prices at which
shares are purchased or sold for the participant's account, the times when such
purchases or sales are made, or with respect to any fluctuation in market value
of the Common Stock.
12
<PAGE>
The participant should recognize that neither the Bank nor Honeywell can
assure the participant of a profit or protect the participant against a loss on
shares purchased under the Plan.
30. May the Plan be changed or discontinued?
Notwithstanding any other provision of the Plan, the Board of Directors of
Honeywell or any designee thereof (which designee need not be a director of
Honeywell) reserves the right to amend, suspend, modify or terminate the Plan at
any time, including the period between a record date and a dividend payment
date. To the extent and in the manner the Board or such designee deems
appropriate, notice of any such amendment, suspension, modification or
termination will be sent to all participants. Upon a termination of the Plan,
any uninvested optional cash payments will be returned, certificates for whole
shares credited to a participant's account under the Plan will be issued, and a
cash payment will be made for any fraction of a share credited to a
participant's account. The cash payment will be based on the closing price of
the Common Stock reported as New York Stock Exchange Composite Transactions for
such date as is set forth in the notice of termination.
31. Under what circumstances will shares be purchased on the open market and
what effect would such purchases have on participants?
Shares of Common Stock purchased from Honeywell under the Plan may either be
authorized but unissued shares or shares reacquired by Honeywell and held in its
treasury. If the Bank would be unable to purchase sufficient shares (whether
authorized but unissued shares or treasury shares) from Honeywell to satisfy the
requirements of the Plan for an investment date, the Bank will purchase the
required shares in excess of those purchased from Honeywell for that investment
date on the open market. Open market purchases will be made as soon as possible
after the applicable investment date, but not more than 30 days after such date.
The purchase price of shares purchased from Honeywell will be computed as
set forth in Question 9. The purchase price of shares purchased on the open
market will be the average, or weighted average if shares are purchased on more
than one day, of the daily high and low sales prices of the Common Stock
reported as New York Stock Exchange Composite Transactions for the date or dates
of purchase. If shares are purchased on the open market, Honeywell will pay any
brokerage commissions which would not have been paid by participants if all of
the shares had been purchased from Honeywell under the Plan.
In the event of open market purchases, shares will not be allocated to
participants' accounts until the date on which the Bank has purchased sufficient
shares from Honeywell and on the open market for all participants in the Plan.
The purchase price to participants will be based on the weighted average of the
purchase price of all shares purchased from Honeywell and the purchase price of
all shares purchased on the open market with the funds available for that
investment date.
In addition, the income tax consequences to participants will be based on
the fair market value of the Common Stock on the date such shares are allocated
to participants' accounts, rather than on the investment date, and participants
will realize taxable dividend income in an amount equal to their allocable share
of brokerage commissions paid by Honeywell (see Question 16).
ADDITIONAL INFORMATION ABOUT THE PLAN
The Bank has advised us that it utilizes BNY ESI & Co. for all trading
activity relative to the Plan on behalf of Plan participants. BNY ESI & Co.
receives a commission in connection with such transactions. BNY ESI & Co. is an
affiliate of the Bank.
13
<PAGE>
Neither Honeywell nor the Plan will be liable for actions taken in good
faith in administering the Plan, or for actions required by law, or for good
faith omissions to act. This includes any claims for liability relating to the
prices at which shares are purchased or sold for your account, the dates of
purchases or sales, or any changes in the market value of the Common Stock.
Your account represents an investment in the Common Stock, which may
increase or decrease in value. You are responsible for the investment decisions
regarding your Plan investments. Neither Honeywell nor the Plan can provide
investment advice.
You are responsible for costs that you incur in connection with Plan
participation -- for example, the cost of sending certificates or other
materials to us, fees that your bank may charge you for electronic funds
transfer, or delivery fees for certificates or payments we send to you by means
other than first class mail, at your request.
This prospectus (including any supplements or revisions that may be
distributed in the future) sets forth the terms of the Plan. Honeywell may
change the terms of the Plan, including applicable fees, or terminate the Plan,
at any time. We will mail you a supplemental or revised prospectus before any
material changes in the Plan are effective. Honeywell and the Bank may change
their administrative procedures without notice, if the changes do not change
material terms of the Plan.
USE OF PROCEEDS
Honeywell intends to add the proceeds it receives from sales of Common Stock
under the Plan to its general funds, to be available for general corporate
purposes. Honeywell currently has no specific plans for any such proceeds.
EXPERTS
The audited financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Honeywell International Inc. for
the year ended December 31, 1999, except as they relate to Honeywell Inc. (a
wholly-owned subsidiary of Honeywell International Inc.) as of and for the two
years ended December 31, 1998, have been audited by PricewaterhouseCoopers LLP,
independent accountants, and, insofar as they relate to Honeywell Inc. as of and
for the two years ended December 31, 1998, by Deloitte & Touche LLP, independent
accountants. Such financial statements have been so incorporated in reliance on
the reports of such independent accountants given on the authority of such firms
as experts in auditing and accounting.
LEGAL OPINION
The legality of the Common Stock offered by this prospectus is being passed
upon for Honeywell by J. Edward Smith, Assistant General Counsel, Corporate and
Finance, of Honeywell. Mr. Smith owns shares of Common Stock and has options to
purchase additional shares of Common Stock.
INDEMNIFICATION UNDER THE SECURITIES ACT
Delaware law provides that a corporation may indemnify directors, officers
and other employees and individuals against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement in connection with
civil, criminal, administrative, or investigative actions, suits or proceedings
(other than action by or in the right of the corporation -- a 'derivative
action') if they acted:
in good faith;
14
<PAGE>
in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation; and
with respect to any criminal action, had no reasonable cause to believe
their conduct was unlawful.
A similar standard applies in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The statute
provides that it is not exclusive or other indemnification that may be granted
by a corporation's charter, by-laws, disinterested director vote, shareowner
vote, agreement, or otherwise.
Delaware law permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be personally liable
to the corporation or its shareowners for monetary damages for breach of
fiduciary duty as a director, except for liability for (i) any breach of the
director's duly of loyalty to the corporation or its shareowners, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payment of unlawful dividends or unlawful stock
purchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.
Under Article ELEVENTH of our Restated Certificate of Incorporation, each
person who is or was a director or officer of Honeywell, and each director or
officer of Honeywell who serves or served any other enterprise or organization
at our request, shall be indemnified by us to the full extent permitted by the
Delaware law.
Under Delaware law, to the extent that a person is successful in defense of
a suit or proceeding brought against such person because they are or were a
director or officer of Honeywell, or serves or served any other enterprise or
organization at our request, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
such action.
If unsuccessful in defense of a third-party civil suit or a criminal suit,
or if such a suit is settled, such a person shall be indemnified under Delaware
law against both expenses (including attorneys' fees) and judgments, fines and
amounts paid in settlement if such person acted:
in good faith;
in a manner they reasonably believed to be in or not opposed to the best
interests of Honeywell; and
with respect to any criminal action, had no reasonable cause to believe
their conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of
Honeywell, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) actually and
reasonably incurred in the defense or settlement of such suit if such person
acted in good faith and in a manner such person reasonably believed to be in, or
not opposed to, the best interests of Honeywell except that if such person is
held liable in such suit to Honeywell, such person cannot be made whole even for
expenses unless the court determines that such person is fairly and reasonably
entitled to indemnity for such expenses.
In addition, Honeywell maintains directors' and officers' reimbursement and
liability insurance. The risks covered by such policies include certain
liabilities under the securities laws.
15
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Honeywell
pursuant to our Restated Certificate of Incorporation, Delaware law, or
otherwise, we have been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in the following locations:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, DC 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661
</TABLE>
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public at the SEC's
web site at http://www.sec.gov.
You may also inspect reports, proxy statements and other information about
Honeywell at the offices of the New York Stock Exchange Inc., 20 Broad Street,
New York, NY 10005; the Chicago Stock Exchange, One Financial Place, 440 South
LaSalle Street, Chicago, IL 60605; and the Pacific Exchange, 301 Pine Street,
San Francisco, CA 94104.
The SEC allows us to 'incorporate by reference' into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
information filed with the SEC after the date of this prospectus will update and
supersede information on file with the SEC as of the date of this prospectus. We
incorporate by reference:
<TABLE>
<CAPTION>
HONEYWELL'S SEC FILINGS (FILE NO. 1-8974) DESCRIPTION, PERIOD OR DATE
- ----------------------------------------- ---------------------------
<S> <C>
Annual Report on Form 10-K Year ended December 31, 1999
Current Reports on Form 8-K Filed January 21, February 14 and February 29, 2000
</TABLE>
We incorporate by reference additional documents that we may file with the
SEC after the date of this prospectus. These documents include periodic reports,
which may include Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference in this
prospectus through us, or from the SEC through the SEC's web site at the address
provided above. Documents incorporated by reference are available from us
without charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this prospectus. You can
obtain
16
<PAGE>
documents incorporated by reference in this prospectus by requesting them in
writing or by telephone from us at the following address and telephone number:
Honeywell International Inc.
101 Columbia Road
P.O. Box 2245
Morris Township, NJ 07962-2245
Attention: Corporate Publications
Telephone No.: (973) 455-5402
17
<PAGE>
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this document and in documents
that are incorporated by reference in this document that are subject to risks
and uncertainties. Forward-looking statements include information concerning
possible or assumed future actions, events or results of operations of
Honeywell. Forward-looking statements include the information in this document,
specifically, regarding:
<TABLE>
<S> <C>
efficiencies business diversification
cost savings future economic performance
sales enhancements future acquisitions
income and margins management's plans
earnings per share business portfolios
free cash flow merger integration related expenses
growth
</TABLE>
With respect to all forward-looking statements, we claim the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
You should understand that the following important factors, in addition to
those discussed elsewhere in this document and in the documents which are
incorporated by reference, could affect the future results of Honeywell and
could cause those results or other outcomes to differ materially from those
expressed or implied in our forward-looking statements:
Economic and Industry Conditions
materially adverse changes in economic and industry conditions and customer
demand generally or in the markets served by us
supply and demand for and pricing of supplies and components
changes in demographics and consumer preferences or demands for our goods
and services
fluctuations of foreign currencies
Competitive Factors
the competitiveness of product substitutes
the actions of competitors
new technologies
industry consolidation
deregulation
Operating Factors
supply disruptions
acquisitions or divestitures
changes in operating conditions and costs
risks relating to performance of contracts, including dependence on
performance of third-parties
availability of intellectual property rights for newly developed products
changes in regulatory environment
the challenges inherent in diverting management's focus and resources from
other strategic opportunities and from operational matters during merger
integration
the impact of the loss of employees
18
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... 18,401
Printing.................................................... 20,000*
Accountants' Fees and Expenses.............................. 6,000*
Miscellaneous Expenses...................................... 5,599*
-------
Total................................................... $50,000*
-------
-------
</TABLE>
- ---------
* Estimated. These expenses do not include recurring annual expenses for the
operation of the Plan.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (DGCL) provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement in connection with specified actions, suits,
proceedings whether civil, criminal, administrative, or investigative (other
than action by or in the right of the corporation -- a 'derivative action'), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive or other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, shareowner vote, agreement, or otherwise.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its shareowners for monetary damages for
breach of fiduciary duty as a director, except for liability for (i) any breach
of the director's duly of loyalty to the corporation or its shareowners, (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) payment of unlawful dividends or unlawful stock
purchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.
Under Article ELEVENTH of Honeywell's Restated Certificate of Incorporation,
each person who is or was a director or officer of Honeywell, and each director
or officer of Honeywell who serves or served any other enterprise or
organization at the request of Honeywell, shall be indemnified by Honeywell to
the full extent permitted by the Delaware General Corporation Law.
Under the DGCL, to the extent that such a person is successful on the merits
or otherwise in defense of a suit or proceeding brought against such person by
reason of the fact that such person is or was a director or officer of
Honeywell, or serves or served any other enterprise or organization at the
request of Honeywell, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
such action.
If unsuccessful in defense of a third-party civil suit or a criminal suit,
or if such a suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of Honeywell, and with respect to any criminal action, had no
reasonable cause to believe such person's conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of
Honeywell, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) actually and
reasonably incurred in the defense or settlement of such suit if such person
acted in good faith and in a manner such person reasonably believed to be in, or
not opposed to, the best interests of
II-1
<PAGE>
Honeywell except that if such a person is adjudged to be liable in such suit to
Honeywell, such person cannot be made whole even for expenses unless the court
determines that such person is fairly and reasonably entitled to indemnity for
such expenses.
In addition, Honeywell maintains directors' and officers' reimbursement and
liability insurance pursuant to standard form policies. The risks covered by
such policies include certain liabilities under the securities laws.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<S> <C>
4.1 -- Honeywell's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3(i) to our Form 8-K
filed December 3, 1999).
4.2 -- Honeywell's By-laws, as amended (incorporated by
reference to Exhibit 3(ii) to our Form 8-K filed
December 3, 1999).
5 -- Opinion of J. Edward Smith, Esq., with respect to the
legality of the securities being registered hereby (filed
herewith).
23.1 -- Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 -- Consent of Deloitte & Touche LLP (filed herewith).
23.3 -- The consent of J. Edward Smith, Esq. is contained in his
opinion filed as Exhibit 5 to this registration statement.
24 -- Powers of Attorney (filed herewith).
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amended
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Morris, State of New Jersey, on the 29th day
of February, 2000.
HONEYWELL INTERNATIONAL INC.
By: /s/ RICHARD F. WALLMAN
.................................
RICHARD F. WALLMAN
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this amended
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
* Director and Chairman of the Board
.........................................
(LAWRENCE A. BOSSIDY)
* Director and Chief Executive Officer
.........................................
(MICHAEL R. BONSIGNORE)
* Director
.........................................
(HANS W. BECHERER)
* Director
.........................................
(GORDON M. BETHUNE)
* Director
.........................................
(MARSHALL N. CARTER)
* Director
.........................................
(JAIME CHICO PARDO)
* Director
.........................................
(ANN M. FUDGE)
* Director
.........................................
(JAMES J. HOWARD)
* Director
.........................................
(BRUCE KARATZ)
* Director
.........................................
(ROBERT P. LUCIANO)
* Director
.........................................
(RUSSELL E. PALMER)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
* Director
.........................................
(IVAN G. SEIDENBERG)
* Director
.........................................
(ANDREW C. SIGLER)
* Director
.........................................
(JOHN R. STAFFORD)
* Director
.........................................
(MICHAEL W. WRIGHT)
/s/ RICHARD F. WALLMAN Senior Vice President and Chief February 29, 2000
......................................... Financial Officer (Principal
(RICHARD F. WALLMAN) Financial Officer)
/s/ RICHARD J. DIEMER, JR. Vice President and Controller February 29, 2000
......................................... (Principal Accounting Officer)
(RICHARD J. DIEMER, JR.)
* By: /s/ PETER M. KREINDLER February 29, 2000
.........................................
(PETER M. KREINDLER,
ATTORNEY-IN-FACT)
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
1 -- Omitted (inapplicable).
2 -- Omitted (inapplicable).
4.1 -- Honeywell's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3(i) to our
Form 8-K filed December 3, 1999).
4.2 -- Honeywell's By-laws, as amended (incorporated by
reference to Exhibit 3(ii) to our Form 8-K filed
December 3, 1999).
5 -- Opinion of J. Edward Smith, Esq., with respect to the
legality of the securities being registered hereby (filed
herewith).
8 -- Omitted (inapplicable).
12 -- Omitted (inapplicable).
15 -- Omitted (inapplicable).
23.1 -- Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 -- Consent of Deloitte & Touche LLP (filed herewith).
23.3 -- The consent of J. Edward Smith, Esq. is contained in his
opinion filed as Exhibit 5 to this registration statement.
24 -- Powers of Attorney (filed herewith).
25 -- Omitted (inapplicable).
26 -- Omitted (inapplicable).
27 -- Omitted (inapplicable).
28 -- Omitted (inapplicable).
99 -- Omitted (inapplicable).
</TABLE>
<PAGE>
Exhibit 5
Honeywell
Law Department
P.O. Box 2245
Morristown, NJ 07962-2245
February 29, 2000
Honeywell International Inc.
101 Columbia Road
Morristown, NJ 07962
Ladies and Gentlemen:
As Assistant General Counsel, Corporate and Finance, of Honeywell
International Inc., a Delaware corporation (the "Company"), I have examined the
restated certificate of incorporation and bylaws of the Company as well as such
other documents and proceedings as I have considered necessary for the purposes
of this opinion. I have also examined and am familiar with post-effective
amendment no. 1 to the Company's registration statement on Form S-3 (Reg. No.
33-55425) (the "Amended Registration Statement") as filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to shares of the Company's Common Stock, par value $1.00 per share (the "Common
Shares"), which may be issued pursuant to the Honeywell International Inc.
Dividend Reinvestment and Share Purchase Plan (the "Plan").
Based upon the foregoing, and having regard to legal considerations
which I deem relevant, I am of the opinion that the Common Shares, when issued
pursuant to the terms of the Plan, shall be validly issued, fully paid and
non-assessable.
I hereby consent to the inclusion of this opinion letter as an exhibit
to the Amended Registration Statement and the reference to me under the caption
"Legal Opinion". In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act.
Very truly yours,
/s/ J. Edward Smith
J. Edward Smith
Assistant General Counsel
Corporate and Finance
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 27, 2000, except as to the
subsequent event described in Note 25 which is as of February 4, 2000, relating
to the financial statements, which appears in the 1999 Annual Report to
Shareowners of Honeywell International Inc. (the "Company"), which is
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
February 29, 2000
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 33-55425 of Honeywell International Inc. on
Form S-3 of our report dated February 10, 1999 appearing in the Annual Report on
Form 10-K of Honeywell International Inc. for the year ended December 31, 1999,
and to the reference to us under the heading "Experts" in the Prospectus, which
is part of such Registration Statement.
/s/ Deloitte & Touche LLP
Parsipanny, New Jersey
February 29, 2000
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
I, Lawrence A. Bossidy, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Michael R. Bonsignore,
Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson, Richard J. Diemer,
Jr. and James V. Gelly, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to sign on my behalf
in my capacity as a director of the Company one or more registration statements
under the Securities Act of 1933, or any amendment or post-effective amendment
to any registration statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the registration of
shares of the Company's Common Stock (or participations where appropriate) to be
offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, and any plan which is a successor to such plans or is a validly authorized
plan pursuant to which securities of the Corporation are issued to employees,
and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to sign
the above-described documents.
/s/ Lawrence A. Bossidy
--------------------------------
Lawrence A. Bossidy
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Michael R. Bonsignore, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Peter
M. Kreindler, Richard F. Wallman, Kathleen M. Gibson, Richard J. Diemer, Jr. and
James V. Gelly, each with power to act without the other and with power of
substitution and resubstitution, as my attorney-in-fact to sign on my behalf in
my capacity as a director of the Company one or more registration statements
under the Securities Act of 1933, or any amendment or post-effective amendment
to any registration statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the registration of
shares of the Company's Common Stock (or participations where appropriate) to be
offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, and any plan which is a successor to such plans or is a validly authorized
plan pursuant to which securities of the Corporation are issued to employees,
and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to sign
the above-described documents.
/s/ Michael R. Bonsignore
------------------------------
Michael R. Bonsignore
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Hans W. Becherer, a director of Honeywell International Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Michael R.
Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson, Richard
J. Diemer, Jr. and James V. Gelly, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-fact to sign on
my behalf in my capacity as a director of the Company one or more registration
statements under the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the registration of
shares of the Company's Common Stock (or participations where appropriate) to be
offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, and any plan which is a successor to such plans or is a validly authorized
plan pursuant to which securities of the Corporation are issued to employees,
and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to sign
the above-described documents.
/s/ Hans W. Becherer
------------------------------
Hans W. Becherer
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Gordon M. Bethune, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. and James V. Gelly, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the registration of
shares of the Company's Common Stock (or participations where appropriate) to be
offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, and any plan which is a successor to such plans or is a validly authorized
plan pursuant to which securities of the Corporation are issued to employees,
and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to sign
the above-described documents.
/s/ Gordon M. Bethune
------------------------------
Gordon M. Bethune
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Marshall N. Carter, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. and James V. Gelly, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the registration of
shares of the Company's Common Stock (or participations where appropriate) to be
offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, and any plan which is a successor to such plans or is a validly authorized
plan pursuant to which securities of the Corporation are issued to employees,
and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to sign
the above-described documents.
/s/ Marshall N. Carter
------------------------------
Marshall N. Carter
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Jamie Chico Pardo, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. and James V. Gelly, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the registration of
shares of the Company's Common Stock (or participations where appropriate) to be
offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, and any plan which is a successor to such plans or is a validly authorized
plan pursuant to which securities of the Corporation are issued to employees,
and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to sign
the above-described documents.
/s/ Jaime Chico Pardo
------------------------------
Jaime Chico Pardo
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Ann M. Fudge, a director of Honeywell International Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Michael R.
Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson, Richard
J. Diemer, Jr. and James V. Gelly, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-fact to sign on
my behalf in my capacity as a director of the Company one or more registration
statements under the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the registration of
shares of the Company's Common Stock (or participations where appropriate) to be
offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, and any plan which is a successor to such plans or is a validly authorized
plan pursuant to which securities of the Corporation are issued to employees,
and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to sign
the above-described documents.
/s/ Ann M. Fudge
------------------------------
Ann M. Fudge
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, James J. Howard, a director of Honeywell International Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Michael R.
Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson, Richard
J. Diemer, Jr. and James V. Gelly, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-fact to sign on
my behalf in my capacity as a director of the Company one or more registration
statements under the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the registration of
shares of the Company's Common Stock (or participations where appropriate) to be
offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, and any plan which is a successor to such plans or is a validly authorized
plan pursuant to which securities of the Corporation are issued to employees,
and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to sign
the above-described documents.
/s/ James J. Howard
------------------------------
James J. Howard
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Bruce Karatz, a director of Honeywell International Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Michael R.
Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson, Richard
J. Diemer, Jr. and James V. Gelly, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-fact to sign on
my behalf in my capacity as a director of the Company one or more registration
statements under the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the registration of
shares of the Company's Common Stock (or participations where appropriate) to be
offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, and any plan which is a successor to such plans or is a validly authorized
plan pursuant to which securities of the Corporation are issued to employees,
and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to sign
the above-described documents.
/s/ Bruce Karatz
------------------------------
Bruce Karatz
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Robert P. Luciano, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. and James V. Gelly, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the registration of
shares of the Company's Common Stock (or participations where appropriate) to be
offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, and any plan which is a successor to such plans or is a validly authorized
plan pursuant to which securities of the Corporation are issued to employees,
and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to sign
the above-described documents.
/s/ Robert P. Luciano
------------------------------
Robert P. Luciano
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Russell E. Palmer, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. and James V. Gelly, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the registration of
shares of the Company's Common Stock (or participations where appropriate) to be
offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, and any plan which is a successor to such plans or is a validly authorized
plan pursuant to which securities of the Corporation are issued to employees,
and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to sign
the above-described documents.
/s/ Russell E. Palmer
------------------------------
Russell E. Palmer
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Ivan G. Seidenberg, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. and James V. Gelly, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the registration of
shares of the Company's Common Stock (or participations where appropriate) to be
offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, and any plan which is a successor to such plans or is a validly authorized
plan pursuant to which securities of the Corporation are issued to employees,
and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to sign
the above-described documents.
/s/ Ivan G. Seidenberg
------------------------------
Ivan G. Seidenberg
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Andrew C. Sigler, a director of Honeywell International Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Michael R.
Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson, Richard
J. Diemer, Jr. and James V. Gelly, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-fact to sign on
my behalf in my capacity as a director of the Company one or more registration
statements under the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the registration of
shares of the Company's Common Stock (or participations where appropriate) to be
offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, and any plan which is a successor to such plans or is a validly authorized
plan pursuant to which securities of the Corporation are issued to employees,
and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to sign
the above-described documents.
/s/ Andrew C. Sigler
------------------------------
Andrew C. Sigler
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, John R. Stafford, a director of Honeywell International Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy, Michael R.
Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M. Gibson, Richard
J. Diemer, Jr. and James V. Gelly, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-fact to sign on
my behalf in my capacity as a director of the Company one or more registration
statements under the Securities Act of 1933, or any amendment or post-effective
amendment to any registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the registration of
shares of the Company's Common Stock (or participations where appropriate) to be
offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, and any plan which is a successor to such plans or is a validly authorized
plan pursuant to which securities of the Corporation are issued to employees,
and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to sign
the above-described documents.
/s/ John R. Stafford
------------------------------
John R. Stafford
Dated: December 3, 1999
<PAGE>
POWER OF ATTORNEY
I, Michael W. Wright, a director of Honeywell International Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
Michael R. Bonsignore, Peter M. Kreindler, Richard F. Wallman, Kathleen M.
Gibson, Richard J. Diemer, Jr. and James V. Gelly, each with power to act
without the other and with power of substitution and resubstitution, as my
attorney-in-fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities Act of 1933, or
any amendment or post-effective amendment to any registration statement
heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the registration of
shares of the Company's Common Stock (or participations where appropriate) to be
offered under the savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal Savings Plan,
the AlliedSignal Thrift Plan, the AlliedSignal Truck and Brake Systems Company
Savings Plan, the AlliedSignal Ltd. UK Share Purchase Plan, the AlliedSignal
Ireland Employees Share Ownership Program, the Employee Stock Purchase Plan of
the Company, the Stock Plan for Non-Employee Directors of the Company, the 1993
Stock Plan for Employees of the Company and its Affiliates, the 1985 Stock Plan
for Employees of the Company and its Subsidiaries, the 1997 Honeywell Stock and
Incentive Plan, the 1993 Honeywell Stock and Incentive Plan, the 1988 Honeywell
Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, the
Honeywell Savings and Stock Ownership Plan, the Honeywell Investment Plus Plan,
the Honeywell Retirement Savings Plan and the Honeywell Retirement Investment
Plan, and any plan which is a successor to such plans or is a validly authorized
plan pursuant to which securities of the Corporation are issued to employees,
and
(b) on Form S-3 or other appropriate form for the registration of
shares of the Company's Common Stock to be offered under the Dividend
Reinvestment and Share Purchase Plan of the Company and any plan which is a
successor to such plan.
I hereby grant to each such attorney full power and authority to perform
every act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-in-fact to sign
the above-described documents.
/s/ Michael W. Wright
------------------------------
Michael W. Wright
Dated: December 3, 1999
