==============================================================================
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 - DECEMBER 1, 1999
(Date of earliest event reported)
HONEYWELL INTERNATIONAL INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 1-8974 22-2640650
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
101 COLUMBIA ROAD, P.O. BOX 4000, MORRISTOWN, NEW JERSEY 07962-2497
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 455-2000
ALLIEDSIGNAL INC.
(Former name or former address, if changed since last report)
=============================================================================
ITEM 1. Not applicable.
ITEM 2. Acquisition or Disposition of Assets.
On December 1, 1999 after the close of trading on the New
York Stock Exchange, AlliedSignal Inc. and Honeywell Inc.
consummated a merger pursuant to an Agreement and Plan of
Merger dated as of June 4, 1999. Under the merger agreement, a
wholly owned subsidiary of AlliedSignal merged with and into
Honeywell. As a result of the merger, Honeywell has become a
wholly owned subsidiary of AlliedSignal. AlliedSignal changed
its name to Honeywell International Inc. at the effective time
of the merger pursuant to the merger agreement. On December 2, 1999,
its ticker symbol on the New York Stock Exchange changed from
ALD to HON, which until December 1, 1999 had been Honeywell's
ticker symbol.
Under the merger agreement, each issued and outstanding
share of Honeywell common stock was converted into the right to
receive 1.875 shares of Honeywell International common stock,
with fractional shares paid in cash. Honeywell International
expects to issue approximately 240 million shares of its common
stock in exchange for shares of Honeywell common stock
outstanding at the effective time of the merger. In addition,
each option to purchase Honeywell common stock outstanding
under Honeywell's stock option plans was converted into an
option to purchase Honeywell International shares equal to
1.875 multiplied by the number of shares subject to the option,
with the exercise price for such option adjusted by dividing
the exercise price per share by 1.875.
Prior to the merger, Honeywell's assets were used in its
three business segments:
Home and Building Control. The Home and Building Control
business provides products, services and solutions to create
efficient, safe, comfortable indoor environments, offering
controls for heating, ventilating, humidification and air-
conditioning equipment; security and fire alarm systems; home
automation systems; energy-efficient lighting controls; and
building management systems and services.
Industrial Control. The Industrial Control business provides
one-stop, integrated automation solutions, including systems,
products and services for process industries such as
hydrocarbon processing, chemicals, and pulp and paper, and
manufactures switches and sensors for use in vehicles, consumer
products, data communication and industrial process
applications and systems, as well as smart position-sensing
devices and systems used in factories and package distribution
systems.
Space and Aviation Control. The Space and Aviation Control
business is a supplier of avionics systems and products for the
commercial, military and space markets with customers ranging
from aircraft manufacturers and business aircraft operators to
prime space contractors and the U.S. government.
Honeywell International expects to continue such uses for
Honeywell's assets.
Honeywell International's new 15-member Board of Directors
following the merger comprises nine members from the
AlliedSignal Board of Directors and six members from the
Honeywell Board of Directors. They are:
Lawrence A. Bossidy, Chairman of the Board, Honeywell International Inc.
Michael R. Bonsignore, Chief Executive Officer, Honeywell
International Inc.
Hans W. Becherer, Chairman and CEO, Deere and Company
Gordon M. Bethune, Chairman and CEO, Continental Airlines, Inc.
Marshall N. Carter, Chairman and CEO, State Street Corporation
Ann M. Fudge, Executive Vice President, Kraft Foods, Inc.
James J. Howard, Chairman, President and CEO, Northern States
Power Company
Bruce Karatz, Chairman, President and CEO, Kaufman and Broad Home
Corporation
Robert P. Luciano, retired Chairman and CEO, Schering-Plough
Corporation
Russell E. Palmer, Chairman and CEO, Palmer Group
Jaime Chico Pardo, CEO, Telefonos de Mexico, S.A. de C.V (TELMEX)
Ivan G. Seidenberg, Chairman and CEO, Bell Atlantic Corporation
Andrew C. Sigler, retired Chairman and CEO, Champion
International Corporation
John R. Stafford, Chairman, President and CEO, American Home
Products Corporation
Michael W. Wright, Chairman, President and CEO, SUPERVALU INC.
The executive officers of Honeywell International
following the merger are:
Lawrence A. Bossidy, Chairman of the Board
Michael R. Bonsignore, Chief Executive Officer
Robert D. Johnson, Chief Operating Officer responsible for
Honeywell International's aerospace businesses
Giannantonio Ferrari, Chief Operating Officer responsible for
all other Honeywell International businesses
Peter M. Kreindler, Senior Vice President and General Counsel
James T. Porter, Senior Vice President, Information Systems and
Business Services
Donald J. Redlinger, Senior Vice President, Human Resources and
Communications
Richard F. Wallman, Senior Vice President and Chief Financial
Officer.
On December 1, 1999, Honeywell International filed a
restated certificate of incorporation and new bylaws became
effective. These documents are exhibits hereto.
In connection with the merger, Honeywell International
entered into an employment agreement with Mr. Bonsignore in
substantially the form previously agreed to by AlliedSignal and
Honeywell. Mr. Bossidy is expected to retire as Chairman of the
Board of Honeywell International on or before April 1, 2000.
Mr. Bonsignore has been elected to become Chairman of the Board
upon Mr. Bossidy's retirement. Mr. Bonsignore's employment
agreement is an exhibit hereto.
ITEMS 3-4. Not applicable.
ITEM 5. Other Events.
All information concerning Honeywell which has been filed
with the SEC (File No. 1-971) as part of Honeywell's Annual
Report on Form 10-K for the year ended December 31, 1998, and
all other reports filed by Honeywell pursuant to the Securities
Exchange Act of 1934 since December 31, 1998, are incorporated
herein by reference.
ITEM 6. Not applicable.
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Businesses Acquired.
The statement of financial position of Honeywell as of
December 31, 1998 and 1997 and the statements of income, cash
flow and shareowners' equity of Honeywell for the years ended
December 31, 1998, 1997 and 1996 have been filed with the SEC
as part of Honeywell's Annual Report on Form 10-K for the year
ended December 31, 1998, and are incorporated herein by
reference.
The unaudited statement of financial position of Honeywell
as of October 3, 1999 and the statements of income and cash
flow of Honeywell for the nine-month and three-month periods
ended October 3, 1999 and October 4, 1998 have been filed with
the SEC as part of Honeywell's Quarterly Report on Form 10-Q
for the quarter ended October 3, 1999, and are incorporated
herein by reference.
The unaudited statement of financial position of Honeywell
as of July 4, 1999 and the statements of income and cash flow
of Honeywell for the six-month and three-month periods ended
July 4, 1999 and July 5, 1998 have been filed with the SEC as
part of Honeywell's Quarterly Report on Form 10-Q for the
quarter ended July 4, 1999, and are incorporated herein by
reference.
The unaudited statement of financial position of Honeywell
as of April 4, 1999 and the statements of income and cash flow
of Honeywell for the three-month periods ended April 4, 1999
and April 5, 1998 have been filed with the SEC as part of
Honeywell's Quarterly Report on Form 10-Q for the quarter ended
April 4, 1999, and are incorporated herein by reference.
(b) Pro Forma Financial Information.
Pro forma combined condensed statements of income of
Honeywell International Inc. and Honeywell Inc. for the nine-
month periods ended September 30, 1999 and 1998, and the years
ended December 31, 1998, 1997 and 1996 and the pro forma
combined condensed balance sheet of Honeywell International
Inc. and Honeywell Inc. as of September 30, 1999 are to be
filed by amendment to this Current Report Form 8-K as soon as
practicable, but not later than 75 days after the effective
date of the merger.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of June 4, 1999
among Honeywell Inc., AlliedSignal Inc. and Blossom Acquisition
Corp. (incorporated by reference to Exhibit 2.1 to
AlliedSignal's Current Report on Form 8-K filed June 8, 1999).
3(i) Restated Certificate of Incorporation of Honeywell
International Inc. dated as of December 1, 1999.
3(ii) By-laws of Honeywell International Inc. dated as
of December 1, 1999.
10.14 Employment Agreement dated as of December 1, 1999
between Honeywell International Inc. and Michael R. Bonsignore.
23.1 Consent of Deloitte & Touche LLP.
99.1 Press Release dated December 1, 1999.
99.2 Press Release dated December 2, 1999.
ITEMS 8-9. Not applicable.
SIGNATURE
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 International Inc.
By: /s/ Peter M. Kreindler
___________________________
Peter M. Kreindler
Senior Vice President
and General Counsel
Date: December 2, 1999
Exhibit Index
2.1 Agreement and Plan of Merger dated as of June 4, 1999
among Honeywell Inc., AlliedSignal Inc. and Blossom Acquisition
Corp. (incorporated by reference to Exhibit 2.1 to
AlliedSignal's Current Report on Form 8-K filed June 8, 1999).
3(i) Restated Certificate of Incorporation of Honeywell
International Inc. dated as of December 1, 1999.
3(ii) By-laws of Honeywell International Inc. dated as
of December 1, 1999.
10.14 Employment Agreement dated as of December 1, 1999
between Honeywell International Inc. and Michael R. Bonsignore.
23.1 Consent of Deloitte & Touche LLP.
99.1 Press Release dated December 1, 1999.
99.2 Press Release dated December 2, 1999.