SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 7, 1997
Honeywell Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-971 41-0415010
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Honeywell Plaza
Minneapolis, Minnesota 55408
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(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 951-1000
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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On March 7, 1997, Honeywell Inc. (`Honeywell') completed its
acquisition of Measurex Corporation (`Measurex') pursuant to the Agreement and
Plan of Merger, dated as of January 26, 1997, by and among Honeywell, Honeywell
Acquisition Corp., a wholly owned subsidiary of Honeywell (the `Purchaser'), and
Measurex. As a result of the merger of the Purchaser with and into Measurex
(the `Merger'), Measurex became a wholly owned subsidiary of Honeywell. As of
March 7, 1997, the effective date of the Merger (the `Effective Time'), the
Purchaser owned approximately 97.4 percent of the outstanding shares of Measurex
common stock, par value $.01 per share (the `Shares'), which it had purchased
for $35.00 per Share pursuant to its cash tender offer (the `Tender Offer') for
all of the outstanding Shares. The Tender Offer expired on February 28, 1997.
Stockholders of Measurex immediately prior to the Effective Time (other than the
Purchaser) also are entitled to receive $35.00 in cash per Share upon surrender
of their stock certificates.
The aggregate consideration paid for the outstanding Shares and options to
purchase Shares was approximately $600 million. The Purchaser obtained such
funds from Honeywell by means of capital contributions, loans or a combination
thereof. Honeywell obtained such funds from cash and investments on hand,
intercompany loans, borrowings under its lines of credit with The Chase
Manhattan Bank and Morgan Guaranty Trust Company of New York and the private
placement of debt securities.
On March 7, 1997 Honeywell issued a press release reporting on the
consumation of the Merger, which is filed herwith as Exhibit 99(i).
Item 7. Financial Statements and Exhibits.
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(c) Exhibits:
99(i) Honeywell Inc. News Release dated March 7, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HONEYWELL INC.
By: /s/ Edward D. Grayson
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Edward D. Grayson
Vice President and General Counsel
Date: March 14, 1997
INDEX TO EXHIBITS
Exhibit No.
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99(i) Honeywell Inc. News Release dated March 14, 1997.