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________________________________________________________________________________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
ON
FORM 10-K/A
TO FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8974
HONEYWELL INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 22-2640650
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Columbia Road
P.O. Box 4000
Morristown, New Jersey 07962-2497
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(Address of principal executive
offices) (Zip Code)
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Registrant's telephone number, including area code (973)455-2000
Securities registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange
Title of Each Class on Which Registered
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Common Stock, par value $1 per share* New York Stock Exchange
Chicago Stock Exchange
Pacific Exchange
Money Multiplier Notes due 2000 New York Stock Exchange
9 7/8% Debentures due June 1, 2002 New York Stock Exchange
9.20% Debentures due New York Stock Exchange
February 15, 2003
Zero Coupon Serial Bonds due 2000-2009 New York Stock Exchange
9 1/2% Debentures due June 1, 2016 New York Stock Exchange
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* The common stock is also listed for trading on the London stock exchange.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [x]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant was approximately $45.9 billion at December 31, 1999.
There were 795,133,694 shares of Common Stock outstanding at December 31, 1999.
Documents Incorporated by Reference
Part III: Proxy Statement for Annual Meeting of Shareowners to be held May 1,
2000, except for Summary Compensation Table which is contained herein.
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TABLE OF CONTENTS
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ITEM PAGE
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Part III. 11 ......................................................................................... 3
Signatures............................................................................................... 5
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ITEM 11. EXECUTIVE COMPENSATION
Information relating to executive compensation is contained in the
Registrant's Proxy Statement for its Annual Meeting of Shareowners held on May
1, 2000, except for the revised Summary Compensation Table contained herein.
SUMMARY COMPENSATION TABLE
The following table shows compensation for:
two individuals who served as the Company's chief executive officer in
1999;
the four most highly compensated executive officers (other than the CEOs)
who were employed by the Company on December 31, 1999; and
one former executive officer who would have been one of the four most
highly compensated executive officers had he been employed by the Company
on December 31, 1999.
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Annual Compensation Long-Term Compensation
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Awards Payouts
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Name and Principal Restricted Options LTIP All Other
Position Year Salary($) Bonus($) Stock Units($)(1) (Shares) Payouts($) Compensation(2)
-------- ---- --------- -------- ----------------- -------- ---------- ---------------
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Lawrence A. Bossidy(3) 1999 $2,000,000 $5,000,000 -- -- -- $1,383,697
Chairman of the Board 1998 2,000,000 4,000,000 -- -- -- 451,119
1997 2,000,000 3,150,000 -- 1,500,000 -- 576,969
Michael R. Bonsignore(4) 1999 1,087,817 2,000,000 $22,781,250 1,781,249 2,565,000 1,039,122
Chief Executive Officer
Giannantonio Ferrari(5) 1999 536,896 775,000 2,039,375 612,251 1,282,500 272,915
Chief Operating Officer and
Executive Vice President
Robert D. Johnson 1999 370,833 625,000 1,882,500 400,000 -- 36,469
Chief Operating Officer and 1998 267,917 300,000 -- 190,000 -- 31,505
Executive Vice President 1997 232,285 150,000 -- 40,000 -- 9,294
Peter M. Kreindler 1999 462,500 640,000 1,098,125 333,000 -- 386,986
Sr. Vice President and 1998 445,000 550,000 -- -- -- 105,705
General Counsel 1997 410,000 480,000 -- -- -- 54,301
Richard F. Wallman 1999 455,833 590,000 1,098,125 333,000 -- 352,478
Sr. Vice President and 1998 410,000 500,000 -- -- -- 79,136
Chief Financial Officer 1997 377,917 420,000 -- -- -- 44,129
Frederic M. Poses 1999 700,000 1,150,000 -- 125,000 -- 341,086
Former President and Chief 1998 600,000 1,000,000 -- 100,000 -- 206,948
Operating Officer 1997 510,000 735,000 -- -- -- 126,282
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(1) Restricted unit awards, valued on the date of the award, entitle the holder
to receive one share of Common Stock for each unit when the unit vests. The
Committee has the discretion to pay all or part of such awards in cash. The
total number of units held and their value as of December 31, 1999 were as
follows: Mr. Bossidy, 595,796 ($34,370,280); Mr. Bonsignore, 375,000 units
($21,633,000); Mr. Ferrari, 32,500 units ($1,874,860); Mr. Johnson, 45,000
units ($2,595,960); Mr. Kreindler, 57,500 units ($3,317,060); Mr. Wallman,
67,500 units ($3,893,940); and Mr. Poses, 60,000 units ($3,461,280). Common
stock dividend equivalents are payable on each unit. Restricted units will
vest in increments of one-third each on April 1, 2001, 2002 and 2003 only
if the Company achieves specified operating margin targets. In addition, Mr.
Bonsignore and Mr. Ferrari each owned 20,000 shares of restricted stock of
Honeywell Inc. that were converted to 37,500 shares ($2,163,300) of
Honeywell International Inc. stock at the time of the merger. These shares
vested at the change of control but were subject to sale restrictions due
to pooling-of-interest accounting rules until January 2000.
(2) Amounts shown for 1999 consists of matching contributions made by the
Company under the Savings Plan and Supplemental Savings Plan or by Honeywell
Inc. under its savings plans: for Mr. Bossidy, $160,008; Mr. Bonsignore,
$4,800; Mr. Johnson, $7,269; Mr. Kreindler, $37,002; Mr. Wallman, $19,784;
and Mr. Poses, $56,004; the value of life insurance premiums: for
Mr. Bossidy, $17,918; Mr. Bonsignore, $34,322; Mr. Johnson, $29,200;
Mr. Kreindler, $11,500; and Mr. Poses, $42,000; above-market interest earned
on deferred compensation: for Mr. Bossidy, $205,771; Mr. Kreindler, $88,484;
Mr. Wallman, $107,694; and Mr. Poses, $243,082; awards for contributions to
the merger of Honeywell and AlliedSignal: for Mr. Bossidy, $1,000,000;
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Mr. Bonsignore, $1,000,000; Mr. Ferrari, $175,000; Mr. Kreindler, $250,000;
and Mr. Wallman, $225,000; $97,915 for relocation allowances in connection
with foreign assignments for Mr. Ferrari.
(3) Mr. Bossidy also served as Chief Executive Officer until December 1, 1999.
(4) Mr. Bonsignore became an executive officer on December 1, 1999.
(5) Mr. Ferrari became an executive officer on December 1, 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.
HONEYWELL INTERNATIONAL INC.
June 29, 2000 By: /s/ RICHARD J. DIEMER, JR.
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Richard J. Diemer, Jr.
Vice President and Controller
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