SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
filed pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 18, 1996
HONEYWELL INC.
(Exact name of registrant as specified in its charter)
Delaware 1-971 41-0415010
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(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
Honeywell Plaza, Minneapolis, Minnesota 55408
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 951-1000
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N/A
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(Former name or former address, if changed since last report.)
Page 1 of ______ Pages
Exhibit Index on Page 5
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Item 5. OTHER EVENTS.
Honeywell Inc., (the "Company"), Honeywell Finance B.V. ("Honeywell
B.V.") and Honeywell Canada Limited/Honeywell Canada Limitee ("Honeywell
Canada") have entered into a Distribution Agreement with Goldman, Sachs & Co.,
Bear, Stearns & Co. Inc., Chase Securities Inc., Citicorp Securities, Inc.,
Dillon, Read & Co. Inc. and J.P. Morgan Securities Inc., for the public offering
of up to U.S. $500,000,000 aggregate initial offering price of their Medium-Term
Notes. The Notes to be issued by Honeywell Inc. shall bear the title
"Medium-Term Notes, Series B" (the "Series B Notes") and will be issued pursuant
to an Indenture (the "Company Indenture") in the form filed as Exhibit 4.1
hereto, and the Officers' Certificate and Company Order dated July 18, 1996,
pursuant to Sections 201, 301 and 303 of the Company Indenture. The Notes to be
issued by Honeywell B.V. and Honeywell Canada shall bear the title "Medium-Term
Notes, Series A" (the "Series A Notes" together with the Series B Notes the
"Notes") and will be issued pursuant to an Indenture (the "Subsidiary
Indenture") in the Form listed as Exhibit 4.2 hereto, the Officers' Certificate
and Company Order of each of Honeywell B.V. and Honeywell Canada, each dated
July 18, 1996 and the Guarantor Order of the Company dated July 18, 1996,
pursuant to Sections 201, 301 and 303 of the Subsidiary Indenture. The Series A
Notes will be unconditionally guaranteed as to principal, premium, if any, and
interest by the Company. The Notes have been registered under the Securities
Act of 1933, as amended, by registration statement on Form S-3, File
No. 333-04125.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Distribution Agreement dated July 18, 1996 among the
Company, Honeywell B.V., Honeywell Canada and Goldman, Sachs
& Co., Bear, Stearns & Co. Inc., Chase Securities Inc.,
Citicorp Securities, Inc., Dillon, Read & Co. Inc. and J.P.
Morgan Securities Inc., as Agents.
4.1 Indenture dated as of August 1, 1994 between the Company and
The Chase Manhattan Bank (National Association), as Trustee
(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 Indenture dated as of July 15, 1996 between the Company, as
Guarantor, Honeywell B.V., Honeywell Canada and The Chase
Manhattan Bank, as Trustee.
4.3 Officers' Certificate and Company Order of the Company dated
July 18, 1996, pursuant to Sections 201, 301 and 303 of the
Company Indenture (excluding exhibits thereto).
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4.4 Officers' Certificate and Company Order of Honeywell B.V.
dated July 18, 1996, pursuant to Sections 201, 301 and 303
of the Subsidiary Indenture (excluding exhibits thereto).
4.5 Officers' Certificate and Company Order of Honeywell Canada
dated July 18, 1996, pursuant to Sections 201, 301 and 303
of the Subsidiary Indenture (excluding exhibits thereto).
4.6 Guarantor Order of the Company dated July 18, 1996, pursuant
to Sections 201, 301 and 303 of the Subsidiary Indenture
(excluding exhibits thereto).
4.7 Specimens of Notes:
(a) Global Fixed Rate Note, Series A;
(b) Global Floating Rate Note, Series A;
(c) Global Original Issue Discount Zero Coupon Note,
Series A;
(d) Global Original Issue Discount Fixed Rate Note,
Series A
(e) Global Fixed Rate Note, Series B;
(f) Global Floating Rate Note, Series B;
(g) Global Original Issue Discount Zero Coupon Note,
Series B; and
(h) Global Original Issue Discount Fixed Rate Note,
Series B.
8.1 Opinion and Consent of Baker & McKenzie regarding
Netherlands taxation.
8.2 Opinion and Consent of Baker & McKenzie regarding Canadian
taxation.
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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.
Dated: July 18, 1996
HONEYWELL INC.
By /s/ Paul N. Saleh
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Paul N. Saleh
Vice President & Treasurer
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INDEX TO EXHIBITS
(c) Exhibits Page No.
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1.1 Distribution Agreement dated July 18, 1996 among the
Company, Honeywell B.V., Honeywell Canada and Goldman,
Sachs & Co., Bear, Stearns & Co. Inc., Chase Securities Inc.,
Citicorp Securities, Inc., Dillon, Read & Co. Inc. and J.P.
Morgan Securities Inc., as Agents . . . . . . . . . . . . . . . .
4.1 Indenture dated as of August 1, 1994 between the Company
and The Chase Manhattan Bank (National Association),
as Trustee (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 Indenture dated as of July 15, 1996 between the Company, as
Guarantor, Honeywell B.V., Honeywell Canada and The Chase
Manhattan Bank, as Trustee. . . . . . . . . . . . . . . . . . . .
4.3 Officers' Certificate and Company Order of the Company dated
July 18, 1996, pursuant to Sections 201, 301 and 303 of the
Company Indenture (excluding exhibits thereto). . . . . . . . . .
4.4 Officers' Certificate and Company Order of Honeywell B.V.
dated July 18, 1996, pursuant to Sections 201, 301 and 303
of the Subsidiary Indenture (excluding exhibits thereto). . . . .
4.5 Officers' Certificate and Company Order of Honeywell Canada
dated July 18, 1996, pursuant to Sections 201, 301 and 303
of the Subsidiary Indenture (excluding exhibits thereto). . . . .
4.6 Guarantor Order dated July 18, 1996 pursuant to Sections 201,
301 and 303 of the Subsidiary Indenture (excluding exhibits
thereto). . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.7 Specimens of Notes:
(a) Global Fixed Rate Note, Series A . . . . . . . . . . . . . .
(b) Global Floating Rate Note, Series A. . . . . . . . . . . . .
(c) Global Original Issue Discount Zero Coupon Note, Series A. .
(d) Global Original Issue Discount Fixed Rate Note, Series A . .
(e) Global Fixed Rate Note, Series B;. . . . . . . . . . . . . .
(f) Global Floating Rate Note, Series B; . . . . . . . . . . . .
(g) Global Original Issue Discount Zero Coupon Note, Series B. .
(h) Global Original Issue Discount Fixed Rate Note, Series B . .
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8.1 Opinion and Consent of Baker & McKenzie regarding Netherlands taxation
8.2 Opinion and Consent of Baker & McKenzie regarding Canadian taxation
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