AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
HONEYWELL INC. HONEYWELL FINANCE B.V. HONEYWELL CANADA LIMITED/
HONEYWELL CANADA LIMITEE
(Exact name of registrant (Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter) as specified in its charter)
DELAWARE THE NETHERLANDS ONTARIO, CANADA
(State or other jurisdiction of (State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization) incorporation or organization)
41-0415010 NOT APPLICABLE NOT APPLICABLE
(I.R.S. Employer Identification (I.R.S. Employer Identification (I.R.S. Employer Identification
No.) No.) No.)
HONEYWELL PLAZA 1101 EA 155 GORDON BAKER ROAD
MINNEAPOLIS, MINNESOTA 55408 AMSTERDAM, Z.O.E., THE NETHERLANDS NORTH YORK, ONTARIO, CANADA M2H
3N7
(612) 951-1000 31-20-565-6911 (416) 502-5200
(Address, including zip code, and (Address, including zip code, and (Address, including zip code, and
telephone number, including area telephone number, including area telephone number, including area
code, of registrant's principal code, of registrant's principal code, of registrant's principal
executive offices) executive offices) executive offices)
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Edward D. Grayson, Esq.
Vice President and General Counsel
Honeywell Plaza
Minneapolis, Minnesota 55408
(612) 951-0660
(Name, address, including zip code, and telephone number, including area code,
of agent for service for each registrant)
Elizabeth C. Hinck, Esq. COPIES TO: John M. Brandow, Esq.
Dorsey & Whitney LLP Davis Polk & Wardwell
220 South Sixth Street 450 Lexington Avenue
Minneapolis, Minnesota 55402 New York, New York 10017
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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. / /
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. /X/
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. / /
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1) REGISTRATION FEE
Debt Securities........................... $500,000,000(2) 100%(3) $500,000,000(3) $172,414
Guarantee relating to Debt Securities..... (4) (4) (4) None
(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457.
(2) Or, in the case of Debt Securities issued at an original issue discount,
such greater principal amount as shall result in an aggregate offering price
of the amount set forth above or, in the case of Debt Securities denominated
in a currency other than U.S. dollars or in a composite currency, such U.S.
dollar amount as shall result from converting the aggregate public offering
price of such Debt Securities into U.S. dollars at the exchange rate in
effect on the date such Debt Securities are initially offered to the public.
(3) Plus accrued interest, if any.
(4) No separate consideration will be received for the Guarantee.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PROSPECTUS
SUBJECT TO COMPLETION, DATED MAY 20, 1996
U.S. $500,000,000
HONEYWELL INC.
HONEYWELL FINANCE B.V.
HONEYWELL CANADA LIMITED
DEBT SECURITIES
GUARANTEE OF DEBT SECURITIES
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Honeywell Inc. (the "Company"), Honeywell Finance B.V. (the "Dutch Issuer")
and Honeywell Canada Limited (the "Canadian Issuer") (the Company, the Dutch
Issuer and the Canadian Issuer are sometimes referred to individually as an
"Issuer" or collectively as the "Issuers"), may offer from time to time debt
securities (the "Debt Securities") in one or more series at an aggregate initial
offering price not to exceed U.S. $500,000,000, or its equivalent in one or more
foreign currencies or composite currencies designated by the Issuer thereof at
the time of the offering ("Foreign Currency Securities"), on terms to be
determined at the time of sale. A description of material risks relating to
Foreign Currency Securities will be set forth in the applicable Prospectus
Supplement or Prospectus Supplements. Because the Debt Securities offered hereby
are limited as to aggregate initial offering price, an issuance of the Debt
Securities by one of the Issuers will correspondingly reduce the amount of Debt
Securities available for issuance by the other Issuers. The Issuer or Issuers,
specific designation, aggregate principal amount, purchase price, maturity,
denominations (which may be in United States dollars, in any other currency or
in a composite currency), any interest rate or rates (which may be fixed or
variable) and time of payment of any interest, any redemption or extension
terms, any terms for sinking fund payments and other specific terms of the Debt
Securities will be set forth in one or more supplements to this Prospectus (each
a "Prospectus Supplement").
The Debt Securities may be sold to or through underwriters, dealers or
agents for public offering or directly to other purchasers pursuant to the terms
of an offering fixed at the time of sale. See "Plan of Distribution." Any
underwriters, dealers or agents participating in an offering of Debt Securities
will be named in the accompanying Prospectus Supplement or Prospectus
Supplements. Such underwriters, dealers or agents may be deemed "underwriters"
within the meaning of the Securities Act of 1933.
The Debt Securities offered by the Dutch Issuer and the Canadian Issuer (the
"Guaranteed Debt Securities") will be unconditionally guaranteed by the Company
(the "Guarantee"), and the Guarantee will rank on a parity with all unsecured
and unsubordinated indebtedness of the Company.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1996
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). The Dutch Issuer and the Canadian Issuer are not
(and will not become as a result of the effectiveness of the Registration
Statement of which this Prospectus is a part) subject to the informational
requirements of the Exchange Act. Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at Seven
World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street, 14th Floor, Chicago, Illinois 60661. Copies of such materials can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company's Common
Stock and Preferred Stock Purchase Rights are listed on the New York Stock
Exchange. Reports, proxy statements and other information concerning the Company
can also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The Issuers have filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby made
to the Registration Statement, and exhibits thereto, which may be inspected
without charge at the office of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies thereof may be obtained from the Commission
at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the year ended December 31, 1995;
(b) Quarterly Report on Form 10-Q for the period ended March 31, 1996;
and
(c) Current Reports on Form 8-K dated January 31, 1996, February 29,
1996, April 16, 1996 and April 24, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, subsequent to the date of this Prospectus and prior
to the termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or any portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to Vice President Investor Relations, Honeywell Inc., P.O. Box 524,
Minneapolis, Minnesota 55440, telephone number (612) 951-2122.
Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("U.S. $," "$" or
"dollars").
2
THE ISSUERS
HONEYWELL INC.
The Company is an international controls corporation that supplies
automation and control systems, components, software, products and services for
homes and buildings, industry and space and aviation. The Company's strategy is
to develop and supply advanced-technology products, systems and services that
conserve energy and protect the environment, improve productivity, enhance
comfort and increase safety. The Company's products and services are classified
into three primary industry segments: (i) Home and Building Control, (ii)
Industrial Control and (iii) Space and Aviation Control.
The Home and Building Control segment provides building automation, energy
management and fire and security systems, as well as thermostats, air cleaners
and other environmental control products and services for homes and other
buildings. The Company manufactures, markets and installs mechanical, pneumatic,
electrical and electronic control products and systems for heating, ventilating
and air conditioning homes and commercial, industrial and public buildings. The
Company also produces building management systems for commercial buildings,
burner and boiler controls, lighting controls, thermostatic radiator valves,
pressure regulators for water systems, thermostats, actuators, humidistats,
relays, contactors, transformers, air-quality products and gas valves and
ignition controls for homes and commercial buildings. Sales of these products
are made directly to original equipment manufacturers, including manufacturers
of heating and air conditioning equipment, through wholesalers, distributors,
dealers, contractors, hardware stores and home care centers, and also through
the company's nationwide sales and service organization. Services provided
include the following: indoor air-quality services and central-station burglary
and fire protection services for homes and commercial buildings; video
surveillance, access control and entry management services for commercial
buildings; contract maintenance services for mechanical and control systems of
commercial buildings; automated operations management for building complexes;
and energy management and retrofit services.
The Company's Industrial Control segment serves the automation and control
needs of its worldwide industrial customers by providing a wide variety of
products, systems and services designed to help customers improve productivity
and meet increasingly stringent environmental and safety requirements. The
Industrial Control segment supplies process control systems and associated
application software and services to customers in a broad range of markets,
which include process industries such as the refining, petrochemical, bulk and
fine chemical, pulp-and-paper, electric utility, food and consumer goods,
pharmaceutical, metals and transportation industries. Industrial Control has an
extensive customer base worldwide, including most of the leading oil refiners,
pulp and paper manufacturers and chemical companies. The Company also designs
and manufactures process instruments, process controllers, recorders,
programmers, programmable controllers, transmitters and other field instruments
that may be sold as stand-alone products or integrated into control systems.
These products are generally used in indicating, recording and automatically
controlling variables in manufacturing processes.
Under its MICRO SWITCH trademark, the Company manufactures solid-state
sensors (including position, pressure, airflow, temperature and current
sensors), sensor interface devices, manual controls, explosion-proof switches
and precision snap-acting switches, as well as proximity, photoelectric and
mercury switches and lighted/unlighted push buttons. These products are used in
industrial, commercial and business equipment and in consumer, medical,
automotive, aerospace and computer applications.
Other products include solenoid valves, optoelectronic devices, fiber-optic
systems and components, as well as microcircuits, sensors, transducers and
high-accuracy, noncontract measurement and detection products for factory
automation, quality inspection and robotics applications.
3
The Company also furnishes industrial customers with various services,
including the following: product and component testing services; instrument
maintenance, repair and calibration services; various contract services for
industrial control equipment, including third party maintenance for CAD/CAM and
other industrial control equipment; and training, customized products for
customer applications and a range of other customer support services.
The Company's Space and Aviation Control segment supplies avionics for the
commercial, military and space markets. The Company designs, manufactures,
markets and services a variety of sophisticated electronic control systems and
components for commercial and business aircraft, military aircraft and
spacecraft. Products manufactured for aircraft use include the following: ring
laser gyro-based inertial reference systems; navigation and guidance systems;
flight control systems; flight management systems; inertial sensors; air data
computers; radar altimeters; automatic test equipment; cockpit display systems;
and other communication and flight instrumentation. Products and services
supplied by the Company have been used in every major U.S. space mission since
the mid-1960s. These products and services include guidance systems for launch
and re-entry vehicles, flight and engine control systems for manned spacecraft,
precision components for strategic missiles and on-board data processing
equipment. Other products include spacecraft attitude and positioning systems
and precision pointing and isolation systems. The Company's avionics have been
purchased by leading aircraft manufacturers for use in aircraft throughout the
world, including the Boeing 777, the McDonnell Douglas MD-11 and MD-90, the
GulfStream IV and V, the Cessna Citation X and the Bombardier Global Expressjet.
In the military and space markets, the Company solutions are found on key
platforms, including the F-15 and the F-16 military jets and Space Station
Alpha.
Products and services provided by the Company that are not included in the
Company's primary business segments include systems analysis and applied
research and development on systems and products, including application
software, sensors and advanced electronics. The Company also designs and
manufactures integrated circuits and sensors for internal use, government
customers and selected external customers. Through its operations in Germany,
the Company develops, markets and sells military avionics and electro-optic
devices for flight control and nautical systems, including sonar transducers and
echo sounders.
The Company was incorporated under the laws of the State of Delaware in
1927. The Company's principal executive offices are located at Honeywell Plaza,
Minneapolis, Minnesota 55408 (telephone (612) 951-1000). Unless the context
otherwise requires, the term the "Company" refers to Honeywell Inc. and its
subsidiaries.
HONEYWELL FINANCE B.V.
The Dutch Issuer is a wholly-owned subsidiary of the Company incorporated
under the laws of The Netherlands solely for the purpose of raising capital to
meet the financing needs of affiliated companies. The Dutch Issuer has no
independent operations. The Dutch Issuer's principal executive offices are at
1101 EA, Amsterdam, Z.O.E., The Netherlands, and its telephone number is
31-20-565-6911.
HONEYWELL CANADA LIMITED
The Canadian Issuer is a wholly-owned subsidiary of the Company and was
recently incorporated under the laws of Ontario, Canada solely for the purpose
of issuing debt securities to raise capital for the purposes described below
under "Use of Proceeds." The Canadian Issuer has no independent operations. The
Canadian Issuer's principal executive offices are at The Honeywell Center, 155
Gordon Baker Road, North York, Ontario, Canada M2H 3N7, and its telephone number
is 416-502-5200.
USE OF PROCEEDS
Unless otherwise specified in the applicable Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be used for general corporate
purposes, including working capital,
4
repayment or repurchase of outstanding indebtedness and other securities of the
Company and its subsidiaries, possible acquisitions and capital expenditures.
Specific allocations of the proceeds to such purposes may not have been made at
the date of the applicable Prospectus Supplement, although management of the
Company will have determined that funds should be borrowed at that time in
anticipation of future funding requirements. The precise amount and timing of
the application of such proceeds will depend upon the funding requirements of
the Company and its subsidiaries and the availability and cost of other funds.
Pending such application, such net proceeds may be temporarily invested in
short-term interest-bearing securities.
RATIOS OF EARNINGS TO FIXED CHARGES
YEARS ENDED DECEMBER 31,
THREE MONTHS ENDED ------------------------------------------
MARCH 31, 1996 1995 1994 1993 1992
--------------------- --------- --------- --------- ---------
Ratios of earnings to fixed charges.................... 3.97 4.77 3.96 5.11 5.69
1991
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Ratios of earnings to fixed charges.................... 4.84
For the purpose of computing the ratios of earnings to fixed charges,
earnings consist of income before income taxes, plus fixed charges, plus a
proportional share of income or loss before income taxes of 50 percent owned
companies, less equity in undistributed earnings of companies owned less than 50
percent. Fixed charges consist of interest on all indebtedness, amortization of
debt expense and that portion of rental expense deemed to be representative of
interest.
DESCRIPTION OF DEBT SECURITIES AND GUARANTEE
Unless otherwise specified in the applicable Prospectus Supplement, the Debt
Securities of the Company will be issued under an Indenture dated as of August
1, 1994 (the "Company Indenture") between the Company and The Chase Manhattan
Bank (National Association), as Trustee, and the Debt Securities of the Dutch
Issuer and the Canadian Issuer will be issued under an Indenture (the
"Subsidiary Indenture") between the Company, as Guarantor, the Dutch Issuer, the
Canadian Issuer and The Chase Manhattan Bank (National Association), as Trustee
(the Company Indenture and the Subsidiary Indenture are hereinafter collectively
referred to as the "Indentures"). Copies of the forms of Indentures have been
filed as exhibits to the Registration Statement of which this Prospectus is a
part. The following brief summary of certain provisions of the Indentures does
not purport to be complete and is subject to, and is qualified in its entirety
by reference to, all of the provisions of the applicable Indenture, and is
further qualified by any description contained in the applicable Prospectus
Supplement or Prospectus Supplements. Certain terms capitalized and not
otherwise defined herein are defined in the applicable Indenture. Wherever
particular sections or defined terms of an Indenture are referred to, such
sections or defined terms are incorporated herein by reference.
The Debt Securities may be issued from time to time in one or more series.
The terms of each series of Debt Securities will be established by or pursuant
to a resolution of the Board of Directors of the applicable Issuer and set forth
or determined in the manner provided in an Officers' Certificate or by a
supplemental indenture. The particular terms of the Debt Securities offered
pursuant to any Prospectus Supplement or Prospectus Supplements will be
described in such Prospectus Supplement or Prospectus Supplements.
GENERAL
Neither of the Indentures limits the aggregate principal amount of Debt
Securities which may be issued thereunder nor the amount of other debt which may
be issued by any of the Issuers, the Guarantor, or the Company or any of its
subsidiaries. The Debt Securities will be unsecured obligations of the
applicable Issuer. The Debt Securities issued by the Dutch Issuer and the
Canadian Issuer will be fully and unconditionally guaranteed by the Company as
to payment of principal and any premium, interest and Additional Amounts (as
defined below) (the "Guaranteed Debt Securities").
5
The Debt Securities will rank on a parity with all other unsecured and
unsubordinated indebtedness of the applicable Issuer. The Guarantee will rank on
a parity with all other unsecured and unsubordinated indebtedness of the
Company.
Unless otherwise indicated in the applicable Prospectus Supplement or
Prospectus Supplements, Debt Securities will be issued only in fully registered
form in denominations of U.S. $1,000 or any amount in excess thereof which is an
integral multiple of U.S. $1,000. (Section 302 of the applicable Indenture) Debt
Securities may be issuable in the form of one or more Global Securities, as
described below under "-- Global Securities." The Debt Securities (other than
those issued in the form of a Global Security) are exchangeable or transferable
without charge therefor, but the applicable Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith and require the holders to furnish appropriate endorsements and
transfer documents. (Section 305 of the applicable Indenture)
Debt Securities may be issued as Original Issue Discount Debt Securities to
be sold at a substantial discount below their principal amount. Special federal
income tax and other considerations applicable thereto and special federal tax
and other considerations applicable to any Debt Securities which are denominated
in a currency or currency unit other than United States dollars will be
described in the Prospectus Supplement or Prospectus Supplements relating
thereto.
Unless otherwise indicated in the applicable Prospectus Supplement or
Prospectus Supplements, the principal of and any premium, interest and
Additional Amounts on the Debt Securities will be payable, and the transfer of
the Debt Securities will be registrable, at the principal corporate trust office
of the Trustee. In addition, unless otherwise provided in the applicable
Prospectus Supplement or Prospectus Supplements and except in the case of Global
Securities, payment of interest may be made at the option of the applicable
Issuer by check mailed to the address of the person entitled thereto as it
appears on the Security Register. (Sections 301, 305, 1001 and 1002 of the
applicable Indenture)
The applicable Prospectus Supplement or Prospectus Supplements will describe
the terms of the Debt Securities offered thereby, including the following: (1)
the Issuer and title of the offered Debt Securities; (2) any limit on the
aggregate principal amount of the offered Debt Securities; (3) the Person to
whom any interest on the offered Debt Securities will be payable, if other than
the Person in whose name it is registered on the regular record date for such
interest; (4) the date or dates on which the offered Debt Securities will mature
and any rights of extension; (5) the rate or rates at which the offered Debt
Securities will bear interest, if any, or the formula pursuant to which such
rate or rates shall be determined, the date from which any such interest will
accrue and the dates on which any such interest on the offered Debt Securities
will be payable and the regular record dates therefor; (6) the place or places
where the principal of and any premium, interest and Additional Amounts on the
offered Debt Securities will be payable, if other than the corporate trust
office of the applicable Trustee; (7) the period or periods within which, the
price or prices at which and the terms and conditions upon which the offered
Debt Securities may be redeemed, if applicable, at the option of the applicable
Issuer or the Guarantor; (8) the obligation, if any, of the applicable Issuer to
redeem or purchase the offered Debt Securities pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof and the period or
periods within which, the price or prices at which and the terms and conditions
upon which Debt Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation; (9) the denominations in which any offered Debt
Securities will be issuable, if other than denominations of U.S. $1,000 or any
amount in excess thereof which is an integral multiple of U.S. $1,000; (10) the
currency, currencies or currency units for the payment of principal of and any
premium, interest and Additional Amounts payable on the offered Debt Securities,
if other than United States dollars; (11) any other event or events of default
applicable with respect to the offered Debt Securities in addition to or in lieu
of those described below under "-- Events of Default"; (12) if less than the
principal amount thereof, the portion of the principal payable upon acceleration
of such Debt Securities following an Event of Default; (13) whether such Debt
Securities are to be issued in whole or in part in the form of one or more
Global Securities and, if
6
so, the identity of the Depositary for such Global Security or Securities and
the circumstances under which any such Global Security may be exchanged for Debt
Securities registered in the name of, and any transfer of such Global Security
may be registered to, a Person other than such Depositary or its nominee; (14)
if principal of or any premium, interest or Additional Amounts on the offered
Debt Securities is denominated or payable in a currency, currencies or currency
units other than United States dollars, whether and under what terms and
conditions the applicable Issuer may defease the offered Debt Securities or
certain obligations in respect thereof; (15) in the case of Guaranteed Debt
Securities, whether and under what circumstances the applicable Issuer will not
pay Additional Amounts on the offered Debt Securities and will not have the
option to redeem such Debt Securities rather than pay such Additional Amounts;
(16) any other covenants with respect to the offered Debt Securities; and (17)
any other terms of the offered Debt Securities not inconsistent with the
provisions of the applicable Indenture (Section 301 of the applicable
Indenture).
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a Depositary identified in the applicable Prospectus Supplement or
Prospectus Supplements. The specific terms of the depositary arrangement with
respect to a series of Debt Securities will be described in the applicable
Prospectus Supplement or Prospectus Supplements.
GUARANTEE OF DEBT SECURITIES OF DUTCH ISSUER AND CANADIAN ISSUER BY THE COMPANY
All Debt Securities issued by the Dutch Issuer or the Canadian Issuer will
be fully and unconditionally guaranteed pursuant to the Guarantee of the Company
of the payment of principal of and any premium, interest and Additional Amounts
on such Debt Securities when and as the same shall become due and payable,
whether at maturity or otherwise. Under the terms of the Guarantee, holders of
the Guaranteed Debt Securities will not be required to exercise their remedies
against the applicable Issuer prior to proceeding directly against the Company.
(Section 1301 of the Subsidiary Indenture)
PAYMENT OF ADDITIONAL AMOUNTS WITH RESPECT TO GUARANTEED DEBT SECURITIES
Unless otherwise specified in the applicable Prospectus Supplement or
Prospectus Supplements, all amounts of principal of and any premium, and
interest, on any Guaranteed Debt Securities will be paid by the applicable
Issuer without deduction or withholding for any withholding taxes, levies,
imposts and other governmental charges whatsoever imposed by or for the account
of the jurisdiction (or any political subdivision or taxing authority thereof or
therein) in which the Dutch Issuer or the Canadian Issuer (or the successor
thereto) is incorporated or is a resident for tax purposes (the "Issuer
Jurisdiction"), or if deduction or withholding of any such taxes, levies,
imposts, assessments or other governmental charges shall at any time be required
by the Issuer Jurisdiction, the applicable Issuer will, pay as additional
interest such additional amounts ("Additional Amounts") as may be necessary in
order that the net amounts paid to the holders of such Debt Securities, after
such deduction or withholding, shall equal the respective amounts of principal
of and any premium, and interest, to which the holders of such Debt Securities
are then currently entitled; provided, however, that such "Additional Amounts"
shall not include (i) the amount of any such tax, levy, impost, assessment or
other governmental charge imposed by the United States or any political
subdivision or taxing authority thereof or therein; (ii) the amount of any such
tax, levy, impost, assessment or other governmental charge which would not be
payable or due but for (A) the existence of any present or former connection
between such Holder and the Issuer Jurisdiction, including, without limitation,
such Holder being or having been a citizen, national or resident thereof, or
being or having been engaged in business or present therein or having or having
had a permanent establishment therein, but not including the mere holding or
ownership of a debt security, or the collection of principal of and interest on,
or the enforcement of, a debt security, or (B) the presentation of the Debt
Security for payment more than 30 days after the date on which such payment
became due or was provided for, whichever is later; (iii) the amount of any
estate, inheritance, gift, sale, transfer, personal property or similar tax,
assessment or other governmental charge or any other tax, levy, impost,
assessment or
7
other governmental charge which is payable otherwise than by withholding from
payments of (or in respect of) principal of and any premium, or interest, on,
the Debt Securities; (iv) the amount of any such tax, levy, impost, assessment
or other governmental charge that is imposed or withheld by reason of the
failure to comply by the Holder or the beneficial owner of the Debt Security
with a request of the applicable Issuer or the Company, as Guarantor, addressed
to the Holder (x) to provide information concerning the nationality, residence
or identity of the Holder or such beneficial owner or (y) to make any
declaration or other similar claim to satisfy any information or reporting
requirement, which in the case of (x) or (y), is required or imposed by a
statute, treaty, regulation or administrative practice of the Issuer
Jurisdiction as a precondition to exemption from all or part of such tax, levy,
impost, assessment or other governmental charge; or (v) any combination of items
(i), (ii), (iii) and (iv). (Section 1011 of the Subsidiary Indenture) The
Prospectus Supplement will describe any additional circumstances under which
Additional Amounts will not be paid with respect to Debt Securities. (Section
1011 of the Subsidiary Indenture)
OPTIONAL TAX REDEMPTION
Unless otherwise specified in the applicable Prospectus Supplement or
Prospectus Supplements, each series of Debt Securities of the Dutch Issuer or
the Canadian Issuer may be redeemed at the option of such Issuer, in whole but
not in part at any time (except in the case of Debt Securities that have a
variable rate of interest, which may be redeemed on any Interest Payment Date)
at a Redemption Price equal to the principal amount thereof plus accrued
interest to the date fixed for redemption (except in the case of Outstanding
Original Issue Discount Debt Securities which may be redeemed at the Redemption
Price specified by the terms of such series of Debt Securities) if, (i) the
applicable Issuer is or would be required to pay Additional Amounts as a result
of any change in or amendment to the laws or any regulations or rulings
promulgated thereunder of the Issuer Jurisdiction or any change in the official
application or interpretation of such laws, regulations or rulings, or any
change in the official application or interpretation of, or any execution of or
amendment to, any treaty or treaties affecting taxation to which such Issuer
Jurisdiction is a party, which change, execution or amendment becomes effective
on or after the date of issuance of such series, or (ii) as a result of any
change in the official application or interpretation of, or any execution of or
amendment to, any treaty or treaties affecting taxation to which the Issuer
Jurisdiction is a party, which change, execution or amendment becomes effective
on or after a date on which the Company or any of its subsidiaries (an
"Intercompany Debtor") borrows money from the applicable Issuer, the
Intercompany Debtor is or would be required to deduct or withhold tax on any
payment to the applicable Issuer to enable such Issuer to make any payment of
principal, premium, if any, or interest, and the payment of such Additional
Amounts in the case of clause (i) or such deductions or withholding, in the case
of clause (ii) cannot be avoided by the use of any reasonable measures available
to the applicable Issuer, the Company or the Intercompany Debtor. (Section 1108
of Subsidiary Indenture)
Such optional tax redemption may apply to individual issuances of Debt
Securities by the Dutch Issuer or the Canadian Issuer, but under no
circumstances may an Issuer redeem only part of an individual issuance.
The applicable Issuer or the Guarantor, as the case may be, will also pay,
or make available for payment, to Holders on the Redemption Date any Additional
Amounts resulting from the payment of such Redemption Price.
REDEMPTION
Reference is made to the applicable Prospectus Supplement or Prospectus
Supplements relating to the offered Debt Securities for provisions relating to
redemption of such Debt Securities.
RESTRICTIVE COVENANTS
LIMITATIONS ON SECURED DEBT. Each Indenture provides that the Company will
not itself, and will not permit any Restricted Subsidiary (defined below) to,
incur, issue, assume or guarantee any notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed (herein called
8
"debt"), secured by pledge of, or mortgage or other lien on, any Principal
Property (defined below), now owned or hereafter owned by the Company or any
Restricted Subsidiary, or any shares of stock or debt of any Restricted
Subsidiary (herein called "liens"), without effectively providing that the Debt
Securities of each series then Outstanding or the Guarantee thereof (together
with, if the Company shall so determine, any other debt of the Company or such
Restricted Subsidiary then existing or thereafter created which is not
subordinate to the Debt Securities of each series then Outstanding and the
Guarantee thereof) shall be secured equally and ratably with (or prior to) such
secured debt, so long as such secured debt shall be so secured. The foregoing
restrictions do not apply, however, to (a) liens on any Principal Property
acquired, constructed or improved by the Company or any Restricted Subsidiary
after the date of the applicable Indenture which are created or assumed
contemporaneously with, or within 120 days of, such acquisition, construction or
improvement, to secure or provide for the payment of all or any part of the cost
of such acquisition, construction or improvement; (b) liens on property, shares
of capital stock or debt existing at the time of acquisition thereof, whether by
merger, consolidation, purchase, lease or otherwise (including liens on
property, shares of capital stock or debt of a corporation existing at the time
such corporation becomes a Restricted Subsidiary); (c) liens in favor of the
Company or any Restricted Subsidiary; (d) liens in favor of the United States of
America or any State thereof, or any department, agency or instrumentality or
political subdivision thereof, or political entity affiliated therewith, or in
favor of any other country, or any political subdivision thereof, to secure
partial, progress, advance or other payments; (e) certain liens imposed by law,
such as mechanics', workmen's, repairmen's, materialmen's, carriers',
warehousemen's, vendors' or other similar liens arising in the ordinary course
of business; (f) certain pledges or deposits under workmen's compensation or
similar legislation or in certain other circumstances; (g) certain liens in
connection with legal proceedings, including certain liens arising out of
judgments or awards; (h) liens for certain taxes or assessments; (i) certain
liens consisting of restrictions on the use of real property which do not
interfere materially with the property's use; or (j) any extension, renewal or
replacement, as a whole or in part, of any lien referred to in the foregoing
clauses (a) to (i), inclusive. (Section 1007 of the applicable Indenture)
Notwithstanding the restrictions described above, the Company or any
Restricted Subsidiary may incur, issue, assume or guarantee debt secured by
liens without equally and ratably securing the Debt Securities of each series
then Outstanding and the Guarantee thereof, provided, that at the time of such
incurrence, issuance, assumption or guarantee, after giving effect thereto and
to the retirement of any debt which is concurrently being retired, the aggregate
amount of all outstanding debt secured by liens so incurred (other than liens
permitted as described in clauses (a) through (j) above) does not at such time
exceed 10% of Consolidated Net Tangible Assets (defined below) of the Company.
(Section 1007 of the applicable Indenture)
LIMITATIONS ON SALE AND LEASEBACK TRANSACTIONS. Sale and leaseback
transactions by the Company or any Restricted Subsidiary involving a Principal
Property are prohibited unless either (a) the Company or such Restricted
Subsidiary would be entitled, without equally and ratably securing the Debt
Securities of each series then Outstanding or the Guarantee thereof, to incur
debt secured by a lien on such property, pursuant to the provisions described in
clauses (a) through (j) above under "Limitations on Secured Debt,"; or (b) the
Company, within 120 days, applies to the retirement of its Funded Debt (defined
below) (subject to credits for certain voluntary retirements of Funded Debt) an
amount not less than the greater of (i) the net proceeds of the sale of the
Principal Property leased pursuant to such arrangement or (ii) the fair market
value of the Principal Property so leased. This restriction will not apply to a
sale and leaseback transaction between the Company and a Restricted Subsidiary
or between Restricted Subsidiaries or involving the taking back of a lease for a
period of less than three years.
Notwithstanding the restrictions described above, the Company or any
Restricted Subsidiary may enter into a Sale and Leaseback Transaction, provided,
that at the time of such transaction, after giving effect thereto, the aggregate
amount of all Attributable Debt (defined below) in respect of sale
9
and leaseback transactions existing at such time (other than sale and leaseback
transactions permitted as described above) does not at such time exceed 10% of
Consolidated Net Tangible Assets of the Company. (Section 1008 of the applicable
Indenture)
CERTAIN DEFINITIONS. The term "Attributable Debt" means the total net
amount of rent (discounted at the rate of interest implicit in the terms of the
lease) required to be paid during the remaining term of any lease. (Section 101
of the applicable Indenture)
The term "Consolidated Net Tangible Assets" means the aggregate amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (a) all current liabilities (excluding any indebtedness for
money borrowed having a maturity of less than 12 months from the date of the
most recent consolidated balance sheet of the Company but which by its terms is
renewable or extendable beyond 12 months from such date at the option of the
borrower) and (b) all goodwill, trade names, patents, unamortized debt discount
and expense and any other like intangibles, all as set forth on the most recent
consolidated balance sheet of the Company and computed in accordance with
generally accepted accounting principles. (Section 101 of the applicable
Indenture)
The term "Funded Debt" means debt which by its terms matures at or is
extendible or renewable at the option of the obligor to a date more than 12
months after the date of the creation of such debt. (Section 101 of the
applicable Indenture)
The term "Principal Property" means any manufacturing plant located within
the United States of America (other than its territories or possessions) and
owned by the Company or any Subsidiary, the gross book value (without deduction
of any depreciation reserves) of which on the date as of which the determination
is being made exceeds 1% of Consolidated Net Tangible Assets of the Company,
except any such plant (i) which is financed by obligations issued by a State or
local governmental unit pursuant to Section 142(a)(5), 142(a)(6), 142(a)(8) or
144(a) of the Internal Revenue Code of 1986, or any successor provision thereof,
or (ii) which is not of material importance to the business conducted by the
Company and its subsidiaries, taken as a whole. (Section 101 of the applicable
Indenture)
The term "Restricted Subsidiary" means any subsidiary of the Company which
owns or leases a Principal Property. (Section 101 of the applicable Indenture)
Other than as described above and except as may be otherwise specified in
the applicable Prospectus Supplement, neither of the Indentures contain
covenants specifically designed to protect Holders in the event of a highly
leveraged transaction involving the Company.
EVENTS OF DEFAULT
The following events are defined under each Indenture as "Events of Default"
with respect to the Debt Securities of any series issued pursuant to such
Indenture, unless otherwise provided with respect to such series: (1) failure to
pay any interest on any Debt Security of that series when due and payable,
continued for 30 days; (2) failure to pay principal of or any premium on any
Debt Security of that series when due and payable; (3) failure to deposit any
sinking fund payment, when and as due, in respect of any Debt Security of that
series; (4) failure to perform any other covenant of the applicable Issuer or,
in the case of Guaranteed Debt Securities, the Guarantor, in the applicable
Indenture (other than a covenant included in such Indenture solely for the
benefit of a series of Debt Securities other than that series), continued for 60
days after written notice as provided in such Indenture; (5) the occurrence of
an event of default under any indenture or instrument under which any Issuer, or
any Restricted Subsidiary shall have outstanding at least $10,000,000 aggregate
principal amount of indebtedness for money borrowed whose maturity has been
accelerated and such acceleration has not been annulled within 10 days after
written notice as provided in the applicable Indenture; (6) certain events in
bankruptcy, insolvency or reorganization involving the applicable Issuer or the
Company (if not such Issuer); and (7) any other Event of Default provided with
respect to Debt Securities of that series. (Section 501 of the applicable
Indenture)
10
If an Event of Default with respect to any series of Debt Securities
Outstanding under an Indenture occurs and is continuing, then either the
applicable Trustee or the Holders of at least 25% in aggregate principal amount
of the Outstanding Debt Securities of that series by notice as provided in such
Indenture may declare the principal amount (or, if any of the Debt Securities of
that series are Original Issue Discount Debt Securities, such lesser portion of
the principal amount of such Debt Securities as may be specified in the terms
thereof) of all of the Debt Securities of that series to be due and payable
immediately. At any time after a declaration of acceleration with respect to
Debt Securities of any series has been made, but before a judgment or decree for
payment of money has been obtained by the applicable Trustee, the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of
that series may, under certain circumstances, rescind and annul such
acceleration. (Section 502 of the applicable Indenture)
Each Indenture provides that, subject to the duty of the applicable Trustee
during default to act with the required standard of care, the applicable Trustee
will be under no obligation to exercise any of its rights or powers under such
Indenture at the request or direction of any of the Holders, unless such Holders
shall have offered to the applicable Trustee reasonable indemnity. (Sections
601, 603 of the applicable Indenture) Subject to such provisions for the
indemnification of the applicable Trustee, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the applicable Trustee, or exercising any trust or
power conferred on the applicable Trustee, with respect to the Debt Securities
of that series. (Section 512 of the applicable Indenture)
Each Indenture provides that each of the Issuers and, in the case of
Guaranteed Debt Securities, the Company, as Guarantor, is required to furnish to
the applicable Trustee annually a statement as to the performance by them of
certain of their obligations under the applicable Indenture and as to any
default in such performance. (Section 704 of the applicable Indenture)
MODIFICATION AND WAIVER
Modifications and amendments of each Indenture may be made by the applicable
Issuer, the Company, as Guarantor, and the applicable Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of each series affected by such modification or
amendment; PROVIDED, HOWEVER, that no such modification or amendment may,
without the consent of the Holder of each Outstanding Debt Security affected
thereby, change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Debt Security, reduce the principal amount of,
or premium or interest on, any Debt Security, or, in the case of Guaranteed Debt
Securities, change any obligation of an Issuer or the Guarantor to pay
Additional Amounts, reduce the amount of principal of an Original Issue Discount
Debt Security due and payable upon acceleration of the Maturity thereof, change
the place of payment where or coin or currency in which the principal of, or any
premium or interest on, any Debt Security is payable, impair the right to
institute suit for the enforcement of any payment on or with respect to any Debt
Security or Guarantee of such series, reduce the percentage in principal amount
of Outstanding Debt Securities of any series, the consent of the Holders of
which is required for modification or amendment of such Indenture or for waiver
of compliance with certain provisions of such Indenture or for waiver of certain
defaults, modify any of the above provisions or modify or affect in any manner
adverse to the interests of the Holders of any the Guaranteed Debt Securities
the terms and conditions of the obligations of the Guarantor in respect of the
due and punctual payment of the principal thereof, premium, if any, and
interest, if any, thereon or any sinking fund payments provided in respect
thereof. (Section 902 of the applicable Indenture)
The Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of each series may, on behalf of the Holders of all
Debt Securities of that series, waive, insofar as that series is concerned,
compliance by the applicable Issuer, or in the case of Guaranteed
11
Debt Securities, the Guarantor, with certain restrictive provisions of the
applicable Indenture. (Section 1010 of the applicable Indenture) The Holders of
not less than a majority in aggregate principal amount of the Outstanding Debt
Securities of each series may, on behalf of the Holders of all Debt Securities
of that series, waive any past default under the applicable Indenture with
respect to Debt Securities of that series, except a default (1) in the payment
of principal of, or any premium or interest on, any Debt Security of such
series, or (2) in respect of a covenant or provision of such Indenture which
cannot be modified or amended without the consent of the Holder of each
Outstanding Debt Security of such series affected. (Section 513 of the
applicable Indenture)
Each Indenture provides that, in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given any
request, demand, authorization, direction, notice, consent or waiver thereunder
or whether a quorum is present at a meeting of Holders of Debt Securities, (1)
the principal amount of an Original Issue Discount Debt Security that will be
deemed to be Outstanding will be the amount of the principal thereof that would
be due and payable as of the date of such determination upon acceleration of the
Maturity thereof to such date, and (2) the principal amount of a Debt Security
denominated in a foreign currency or currency unit that will be deemed to be
Outstanding will be the United States dollar equivalent, determined as of the
date of original issuance of such Debt Security, of the principal amount of such
Debt Security (or, in the case of an Original Issue Discount Debt Security, the
United States dollar equivalent, determined as of the date of original issuance
of such Debt Security, of the amount determined as provided in (1) above).
(Section 101 of the applicable Indenture)
CONSOLIDATION, MERGER AND SALE OF ASSETS
Any of the Issuers or the Company, as Guarantor, without the consent of the
Holders of any of the Outstanding Debt Securities under each Indenture, may
consolidate or merge with or into, or convey, transfer or lease its properties
and assets substantially as an entirety to, in the case of the Company, any
Person which is a corporation, partnership or trust organized and validly
existing under the laws of the United States, any State thereof or the District
of Columbia, and, in the case of the Dutch Issuer or the Canadian Issuer, any
corporation, partnership or trust, provided that (1) any successor Person
assumes by supplemental indenture the applicable Issuer's obligations on the
Debt Securities and in the case of Guaranteed Debt Securities, any successor to
the Company assumes the Company's obligations under the Guarantee, (2) after
giving effect to the transaction no Event of Default, and no event which, after
notice or lapse of time, would become an Event of Default, shall have occurred
and be continuing under such Indenture, and (3) in the case of Guaranteed Debt
Securities, the Person formed by such consolidation or into which such Issuer is
merged or to whom such Issuer has conveyed, transferred or leased its properties
or assets substantially as an entirety (if such Person's Issuer Jurisdiction is
not within the United States) agrees to indemnify the Holder of each Debt
Security against (a) any Additional Amounts imposed on any such Holder as a
consequence of such consolidation, merger, conveyance, transfer or lease; and
(b) any costs or expenses of the act of such consolidation, merger, conveyance,
transfer or lease. (Section 801 of the applicable Indenture)
The Company or any of its subsidiaries may, subject to certain restrictions,
assume the obligations of any of the Issuers of the Guaranteed Debt Securities
without the consent of the Holders of such Debt Securities; PROVIDED that such
assumption shall not result in adverse tax consequences to such Holders and the
person assuming such obligations shall not be an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.
DEFEASANCE PROVISIONS
DEFEASANCE AND DISCHARGE. Each Indenture provides that, if principal of and
any interest on the Debt Securities of any series of any Issuer are denominated
and payable in United States dollars, such Issuer and, in the case of Guaranteed
Debt Securities, the Company, as Guarantor, will be discharged from any and all
obligations in respect of such Debt Securities (except for certain obligations
to pay Additional Amounts, to register the transfer or exchange of such Debt
Securities, to replace stolen, lost or mutilated Debt Securities, to maintain
paying agencies and to hold moneys for payment in
12
trust therefor) upon the deposit with the applicable Trustee, in trust, of
money, U.S. Government Obligations (as defined) or a combination thereof, which
through the payment of interest and principal thereof in accordance with their
terms will provide money in an amount sufficient to pay any installment of
principal of (and any premium) and interest on and any mandatory sinking fund
payments in respect of such Debt Securities on the Stated Maturity of such
payments in accordance with the terms of the applicable Indenture and such Debt
Securities. Such discharge may occur more than one year before the stated
maturity or earlier redemption date for such Debt Securities only if there has
been a change in applicable Federal law or such Issuer or the Company, as
Guarantor, has received from, or there has been published by, the United States
Internal Revenue Service a ruling to the effect that such a discharge will not
be deemed, or result in, a taxable event with respect to holders of the Debt
Securities; and such discharge will not be applicable to any Debt Securities
then listed on the New York Stock Exchange if the provision would cause such
Debt Securities to be de-listed as a result thereof. (Section 403 of the
applicable Indenture) The term "U.S. Government Obligations" is defined to mean
direct obligations of the United States of America, backed by its full faith and
credit. (Section 101 of the applicable Indenture)
DEFEASANCE OF CERTAIN COVENANTS. Each Issuer and the Company, as Guarantor,
may omit to comply with certain restrictive covenants described in Sections 1005
(Maintenance of Properties), 1006 (Payment of Taxes and Other Claims), 1007
(Restriction on Secured Debt) and 1008 (Restriction on Sale and Leaseback
Transactions) of the applicable Indenture as to any series of Debt Securities.
To exercise such option, such Issuer or the Company must deposit with the
applicable Trustee money, U.S. Government Obligations or a combination thereof,
which through the payment of interest and principal thereof in accordance with
their terms will provide money in an amount sufficient to pay any installment of
principal of and any premium, and interest on and any mandatory sinking fund
payments in respect of such Debt Securities on the Stated Maturity of such
payments in accordance with the terms of such Indenture and such Debt
Securities. Such Issuer or the Company will also be required to deliver to the
applicable Trustee an opinion of counsel to the effect that the deposit and
related covenant defeasance will not cause the holders of such Debt Securities
to recognize income, gain or loss for Federal income tax purposes. (Section 1009
of the applicable Indenture)
DEFEASANCE AND EVENTS OF DEFAULT. In the event an Issuer or the Company
exercises its option to omit compliance with certain covenants of the Indenture
and the Debt Securities are declared due and payable because of the occurrence
of any Event of Default, the amount of money and U.S. Government Obligations on
deposit with the applicable Trustee will be sufficient to pay amounts due on the
Debt Securities at the time of their Stated Maturity but may not be sufficient
to pay amounts due on the Debt Securities at the time of the acceleration
resulting from such Event of Default. However, such Issuer or the Company, as
Guarantor, shall remain liable for such payments.
REGARDING THE TRUSTEE
The Chase Manhattan Bank (National Association), the Trustee under each of
the Indentures, participates in a revolving line of credit and term loan
agreement with the Company and provides other banking and advisory services for
the Company in the ordinary course of business.
GOVERNING LAW
The Indentures, the Debt Securities and the Guarantee will be governed by,
and construed in accordance with, the laws of the State of New York.
SERVICE OF PROCESS
The Subsidiary Indenture provides that each of the Dutch Issuer and the
Canadian Issuer appoints the Company as its authorized agent for service of
process in any legal action or proceeding arising out of or relating to the
Subsidiary Indenture, the Guaranteed Debt Securities issued thereunder or the
Guarantee relating thereto brought in any federal or state court in the Borough
of Manhattan, The City of New York, State of New York and irrevocably submits to
the non-exclusive jurisdiction of such courts. (Section 115 of the applicable
Indenture)
13
PLAN OF DISTRIBUTION
Each Issuer may sell the Debt Securities being offered hereby in any of four
ways: (i) directly to purchasers, (ii) through agents, (iii) through
underwriters and (iv) through dealers. The applicable Prospectus Supplement or
Prospectus Supplements will set forth the terms of the offering of the Debt
Securities, including the name or names of any agents, underwriters or dealers,
the purchase price of the Debt Securities and the proceeds to be received by the
applicable Issuer from such sale, any underwriting discounts and other items
constituting underwriters' compensation and any discounts and commissions
allowed or reallowed or paid to dealers or agents. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
or agents may be changed from time to time.
In connection with the sale of Debt Securities, underwriters or agents may
be deemed to have received compensation from the applicable Issuer in the form
of underwriting discounts or commissions. Underwriters may sell Debt Securities
to or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters. Underwriters,
dealers and agents participating in the distribution of Debt Securities may be
deemed to be underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of the Debt Securities may be deemed
to be underwriting discounts and commissions, under the Securities Act of 1933,
as amended. Such underwriters, dealers and agents may be entitled under
agreements which may be entered into by the Issuers to indemnification against
and contribution toward certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
The Debt Securities may be distributed in one or more transactions from time
to time at a fixed price or prices, which may be changed, or from time to time
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Company also may offer and
sell the Debt Securities in exchange for one or more of its outstanding issues
of debt or convertible debt securities.
If so indicated in the applicable Prospectus Supplement or Prospectus
Supplements, the applicable Issuer will authorize dealers or other persons
acting as such Issuer's agents to solicit offers by certain institutions to
purchase Debt Securities from such Issuer at the public offering price set forth
in the applicable Prospectus Supplement or Prospectus Supplements pursuant to
delayed delivery contracts ("Contracts") providing for payment and delivery on
the date or dates stated in the applicable Prospectus Supplement or Prospectus
Supplements. Each Contract will be for an amount not less than, and the
aggregate amount of Debt Securities sold pursuant to Contracts shall be not less
nor more than, the respective amounts stated in the applicable Prospectus
Supplement or Prospectus Supplements. Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions, and other institutions, but will in all cases be subject to the
approval of the applicable Issuer. The obligations of any purchaser under any
Contract will not be subject to any conditions except (1) the purchase by an
institution of the Debt Securities covered by its Contract shall not at the time
of delivery be prohibited under the laws of any jurisdiction to which such
institution is subject and (2) if Debt Securities are being sold to
underwriters, the applicable Issuer shall have sold to such underwriters the
total principal amount of such Debt Securities less the principal amount thereof
covered by Contracts.
In the event that Debt Securities of any series are not listed on a U.S.
national securities exchange, any underwriters or agents to or through whom Debt
Securities are sold by an Issuer for public offering and sale may make a market
in such Debt Securities, but such underwriters and agents will not be obligated
to do so and may discontinue any market-making at any time without notice. No
assurance can be given as to the liquidity of the trading market for any Debt
Securities.
Certain of the underwriters, dealers and/or agents and their associates may
be customers of, engage in transactions with and perform services for the
Company, including its subsidiaries, in the ordinary course of business.
14
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1995 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
VALIDITY OF DEBT SECURITIES AND GUARANTEE
The validity of the Debt Securities and Guarantee will be passed upon for
the Issuers by Edward D. Grayson, Esq., Vice President and General Counsel of
the Company, and, unless otherwise indicated in the applicable Prospectus
Supplement or Prospectus Supplements, certain matters with respect to the Debt
Securities and Guarantee offered by such Prospectus Supplement or Prospectus
Supplements will be passed upon for any underwriters or agents by Davis Polk &
Wardwell, New York, New York. Certain legal matters related to the Debt
Securities governed by the laws of The Netherlands will be passed upon by Nauta
Dutilh. Certain legal matters related to the Debt Securities governed by the
laws of the province of Ontario, Canada will be passed upon by Baker & McKenzie.
Mr. Grayson and Davis Polk & Wardwell will rely upon Nauta Dutilh and Baker &
McKenzie as to legal matters governed by the laws of The Netherlands and Canada,
respectively.
15
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENTS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE ISSUERS OR ANY UNDERWRITER OR AGENT. THIS PROSPECTUS AND THE
APPLICABLE PROSPECTUS SUPPLEMENT OR PROSPECTUS SUPPLEMENTS DO NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY AND THEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH JURISDICTION. THE DELIVERY OF THIS
PROSPECTUS OR THE APPLICABLE PROSPECTUS SUPPLEMENTS AT ANY TIME DOES NOT IMPLY
THAT THE INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO
THEIR RESPECTIVE DATES.
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TABLE OF CONTENTS
PAGE
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Available Information.......................... 2
Incorporation of Certain Documents by
Reference..................................... 2
The Issuers.................................... 3
Use of Proceeds................................ 4
Ratios of Earnings to Fixed Changes............ 5
Description of Debt Securities and Guarantee... 5
Plan of Distribution........................... 14
Experts........................................ 15
Validity of Debt Securities and Guarantee...... 15
------------------------
HONEYWELL INC.
HONEYWELL
FINANCE B.V.
HONEYWELL CANADA LIMITED
[LOGO]
---------------
PROSPECTUS
------------------
, 1996
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
THE COMPANY
The expenses in connection with the offering described in this registration
statement, other than underwriting discounts and commissions, are:
SEC registration fee................................... $ 172,414
Legal fees and expenses................................ 200,000
Printing and engraving................................. 75,000
Accountants' fees and expenses......................... 30,000
Rating agency fees..................................... 175,000
Blue Sky fees and expenses............................. 35,000
Trustee's fees and expenses............................ 20,000
Miscellaneous expenses................................. 292,586
-----------
Total.................................................. $1,000,000 *
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-----------
- ------------------------
* All fees and expenses, other than the SEC registration fee, are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
HONEYWELL INC.
Indemnification of Director and Officers of the Company is governed by
Section 15 of the Delaware General Corporation Law which contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
Article Seventh (h) of the Company's Restated Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability provided by applicable law (i) for breach of the director's
duty of loyalty to the company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under the Delaware statutory provision making directors personally
liable for unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction for which the director derived an improper personal
benefit.
Section 17 of the Company's Bylaws and the Company's Directors' and
Officers' Liability Insurance Policy provide for indemnification of the
directors and officers of the Company against certain liabilities.
HONEYWELL FINANCE B.V.
Under Netherlands law there are no statutory provisions on the
indemnification by a B.V. corporation of its Managing Directors in the event
that any of the Managing Directors are held liable for damages in their capacity
as Managing Directors. Generally speaking such indemnification will be
permitted, unless a Managing Director's liability results from gross negligence
or intentional misconduct.
Besides the general concept of tort liability, Netherlands law contains
various specific statutory provisions on the personal civil law liability of the
Managing Directors of a B.V. corporation, both towards the B.V. itself in case
of improper performance, requiring the Managing Director to be seriously at
fault, and towards third parties. Third party liability may inter alia (but not
limitative) result from (i) acquisition of the B.V.'s shares by the B.V. itself
or by any of its subsidiaries contrary to
II-1
the statutory provisions relating thereto, (ii) misleading information and, more
particularly, misleading annual accounts or interim figures of the B.V., (iii)
unpaid social security premiums and certain taxes and (iv) in the event of the
B.V.'s bankruptcy, improper performance if such performance is the cause of the
bankruptcy, or non-compliance with other specific statutory provisions.
The Articles of Association of the Dutch Issuer do not contain any
provisions on the indemnification by the Dutch Issuer of its Managing Directors.
Under Netherlands law obtaining insurance on Managing Directors is permitted
except that such insurance cannot be applied to any liability resulting from
gross negligence or intentional misconduct.
The indemnification provisions described above under "Honeywell Inc." also
apply to Directors and Officers of the Dutch Issuer.
HONEYWELL CANADA LIMITED
Indemnification of Directors and Officers of the Canadian Issuer is governed
by Section 136 of the Business Corporations Act, R.S.O. 1990, c. B.16 (Ontario)
(the "OBCA") which contains detailed provisions for the indemnification of
directors and officers of Ontario corporations against all costs, charges and
expenses incurred by them in respect of any civil, criminal or administrative
action or proceeding to which he or she is made a party by reason of being or
having been a director or officer of such corporation resulting from their
having acted as a director or officer of the corporation. Indemnification is
permitted if,
(a)he or she acted honestly and in good faith with a view to the best
interests of the corporation; and
(b)in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he or she had reasonable grounds for
believing that his or her conduct was lawful.
Sections 130 through 134 of the OBCA deal with the liability of directors
under the OBCA. Thereunder, directors are personally liable to restore to the
corporation monies for any financial assistance made contrary to the OBCA, any
distribution of funds in connection with the issuance, purchase, redemption or
acquisition of shares which are made contrary to the OBCA, any commissions paid
contrary to the OBCA and for the improper payment of dividends, indemnities and
payments to shareholders contrary to the provisions of the OBCA. In certain
circumstances, the directors are also liable to the employees for certain wages
and vacation pay.
Section 4.01 of the Canadian Issuer's by-laws also provides for
indemnification of the Directors and Officers of the Canadian Issuer.
Both the OBCA, Section 136(4), and Section 4.03 of the Canadian Issuer's
by-laws provide that a corporation may purchase insurance for the benefit of any
person acting in his or her capacity as a director and/or officer thereof.
The indemnification provisions described above under "Honeywell Inc." also
apply to Directors and Officers of the Canadian Issuer.
Reference is made to Section 7 of the Underwriting Agreement filed as
Exhibit 1 hereto for a description of the indemnification arrangements for this
offering.
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ITEM 16. LIST OF EXHIBITS
NUMBER DESCRIPTION
---- ----------------------------------------------------------------------
1.1 -- Form of Underwriting Agreement (to be filed subsequently by Form 8-K)
1.2 -- Form of Distribution Agreement (to be filed subsequently by Form 8-K)
4.1 -- Indenture dated as of August 1, 1994 between the Company and The Chase
Manhattan Bank (National Association), as Trustee, including form of
Debt Security (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K filed August 4, 1994 (File No.
1-971)
4.2 -- Form of Indenture among Honeywell Finance B.V., Honeywell Canada
Limited, Honeywell Inc., as Guarantor, and The Chase Manhattan Bank
(National Association), as Trustee.
4.3 -- Form of Guarantee (included in Exhibit 4.2)
5.1 -- Opinion and Consent of Edward D. Grayson, Esq.
5.2 -- Opinion and Consent of Counsel to Honeywell Finance B.V.
5.3 -- Opinion and Consent of Counsel to Honeywell Canada Limited
12.1 -- Calculation of Ratio of Earnings to Fixed Charges
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Edward D. Grayson, Esq. (included in Exhibit 5.1)
23.3 -- Consent of Counsel to Honeywell Finance B.V. (included in Exhibit 5.2)
23.4 -- Consent of Counsel to Honeywell Canada Limited (included in Exhibit
5.3)
24 -- Powers of Attorney
25 -- Statement of Eligibility under the Trust Indenture Act of 1939 on Form
T-1 of The Chase Manhattan Bank (National Association).
ITEM 17. UNDERTAKINGS
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(b) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Securities
Act if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
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PROVIDED, HOWEVER, that paragraphs (a) and (b) 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
15(d) of the Securities Exchange Act of 1934 that is 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 the 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.
Each of the undersigned registrants hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by a registrant of expenses incurred or
paid by a director, officer or controlling person of either registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, such registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on May 20, 1996.
HONEYWELL INC.
By: /s/ SIGURD UELAND, JR.
-----------------------------------
Sigurd Ueland, Jr.
VICE PRESIDENT AND SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 20, 1996.
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
Chairman of the Board, Chief Executive Officer and
M.R. BONSIGNORE Director (principal executive officer)
Vice President and Chief Financial Officer (principal
W.M. HJERPE financial officer)
Vice President and Controller (principal accounting
P.M. PALAZZARI officer)
A.J. BACIOCCO, JR. Director
E.E. BAILEY Director
E.H. CLARK, JR. Director
W.H. DONALDSON Director
R.D. FULLERTON Director
C. M. HAPKA Director
J.J. HOWARD III Director
B.E. KARATZ Director
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SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
D.L. MOORE Director
A.B. RAND Director
S.G. ROTHMEIER Director
M.W. WRIGHT Director
By: /s/ SIGURD UELAND, JR.
-----------------------------------
Sigurd Ueland, Jr.,
ATTORNEY-IN-FACT
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on May 20, 1996.
HONEYWELL FINANCE B.V.
By: /s/ PAUL N. SALEH
-----------------------------------
Paul N. Saleh
MANAGING DIRECTOR
By: /s/ SIGURD UELAND, JR.
-----------------------------------
Sigurd Ueland, Jr.
MANAGING DIRECTOR
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 20, 1996.
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
J.G. ACKERMANS* Managing Director
L. HIELEMA* Managing Director
W. LOOSE* Managing Director
P.N. SALEH* Managing Director
G.G.M. SCHREURS* Managing Director
S. UELAND, JR.* Managing Director
M.R. BONSIGNORE* Authorized Representative in the United States
*By: /s/ SIGURD UELAND, JR.
----------------------------------------
Sigurd Ueland, Jr.,
ATTORNEY IN FACT
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on May 20, 1996.
HONEYWELL CANADA LIMITED
By: /s/ PAUL N. SALEH
-----------------------------------
Paul N. Saleh
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
By: /s/ SIGURD UELAND, JR.
-----------------------------------
Sigurd Ueland, Jr.
SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 20, 1996.
SIGNATURE TITLE
- ------------------------------------------------------ ---------------------------------------------------------
President, Chief Executive Officer and Director
PAUL NABIL SALEH (principal executive officer)
Treasurer, Chief Financial Officer, Chief Accounting
JAMES ARTHUR NEAL Officer and Director (principal financial and accounting
officer)
Vice President and Assistant Secretary
WARREN SIMPSON (principal executive officer)
M.R. BONSIGNORE* Authorized Representative in the United States
*By: /s/ SIGURD UELAND, JR.
----------------------------------------
Sigurd Ueland, Jr.,
ATTORNEY IN FACT
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EXHIBIT INDEX
NUMBER DESCRIPTION PAGE
---- ------------------------------------------------------------ -----
1.1 -- Form of Underwriting Agreement (to be filed subsequently by
Form 8-K)
1.2 -- Form of Distribution Agreement (to be filed subsequently by
Form 8-K)
4.1 -- Indenture dated as of August 1, 1994 between the Company and
The Chase Manhattan Bank (National Association), as
Trustee, including form of Debt Security (incorporated by
reference to Exhibit 4.1 to the Company's Current Report on
Form 8-K filed August 4, 1994 (File No. 1-971)
4.2 -- Form of Indenture among Honeywell Finance B.V., Honeywell
Canada Limited, Honeywell Inc., as Guarantor, and The Chase
Manhattan Bank (National Association), as Trustee..........
4.3 -- Form of Guarantee (included in Exhibit 4.2).................
5.1 -- Opinion and Consent of Edward D. Grayson, Esq.
5.2 -- Opinion and Consent of Counsel to Honeywell Finance B.V.
5.3 -- Opinion and Consent of Counsel to Honeywell Canada Limited
12.1 -- Calculation of Ratio of Earnings to Fixed Charges...........
23.1 -- Consent of Deloitte & Touche LLP............................
23.2 -- Consent of Edward D. Grayson, Esq. (included in Exhibit 5.1)
23.3 -- Consent of Counsel to Honeywell Finance B.V. (included in
Exhibit 5.2)
23.4 -- Consent of Counsel to Honeywell Canada Limited (included in
Exhibit 5.3)
24 -- Powers of Attorney..........................................
25 -- Statement of Eligibility under the Trust Indenture Act of
1939 on Form T-1 of The Chase Manhattan Bank (National
Association)...............................................
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