EXHIBIT 4.2
This Debenture is a Global Security within the meaning of the Indenture referred
to herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.
REGISTERED $250,000,000
HONEYWELL INC. CUSIP
NO. 1 6 5/8% DEBENTURE DUE JUNE 15, 2028 NO.438506AS6
HONEYWELL INC., a corporation duly organized and existing under the laws of
Delaware (herein called the "Company", which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of TWO
HUNDRED FIFTY MILLION DOLLARS ($250,000,000) on June 15, 2028, and to pay
interest thereon from and including June 15, 1998 or from and including the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on June 15 and December 15 in each year, commencing December
15, 1998, at the rate of 6 5/8% per annum until the principal hereof is paid or
made available for payment. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will as provided in the Indenture be
paid to the Person in whose name this Debenture (or one or more predecessor
Debentures) is registered at the close of business on the Regular Record Date
for such interest, which shall be the June 1 or December 1 (whether or not a
Business Day) next preceding such Interest Payment Date; provided, however, that
interest payable on the Maturity Date of this Debenture shall be payable to the
Person to whom principal shall be payable. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder
hereof on such Regular Record Date and may be paid to the Person in whose name
this Debenture (or one or more predecessor Debentures) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to the Holder
of this Debenture not less than 10 days prior to such Special Record Date. In
the event that any Interest Payment Date or the Maturity Date is not a Business
Day, the interest and, with respect to the Maturity Date, principal otherwise
payable on such date will be paid on the next succeeding Business Day with the
same force and effect as if made on such Interest Payment Date or Maturity Date.
Payment of the principal of and interest on this Debenture will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. Payment of the principal of and interest on this
Debenture due on the Maturity Date will be made in immediately available funds
upon presentation of this Debenture. Interest on this Debenture shall be
computed on the basis of a 360-day year of twelve 30-day months.
Reference is hereby made to the further provisions of this Debenture set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee identified below, by manual signature, this Debenture
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
HONEYWELL INC.
Date: June 15, 1998
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Larry W. Stranghoener
Vice President and Chief
Financial Officer
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TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
[SEAL]
THIS IS ONE OF THE SECURITIES OF THE
SERIES DESIGNATED HEREIN AND ISSUED Attest:
PURSUANT TO THE WITHIN-MENTIONED ----------------------
INDENTURE. Assistant Secretary
THE CHASE MANHATTAN BANK, AS TRUSTEE
By:
----------------------------
Authorized Signatory
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HONEYWELL INC.
6 5/8% DEBENTURE DUE JUNE 15, 2028
This Debenture is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued or to be issued in one or more
series under an Indenture, dated as of August 1, 1994 (the "Indenture"), between
the Company and The Chase Manhattan Bank (as successor in interest to The Chase
Manhattan Bank, N.A.), as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Debenture is one of the series designated on the face hereof, limited in
aggregate principal amount to $ 250,000,000.
If an Event of Default with respect to the Debentures shall occur and be
continuing, the principal of the Debentures may (subject to the conditions set
forth in the Indenture) be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the
Company's obligations in respect of (i) the entire indebtedness of this
Debenture or (ii) certain restrictive covenants with respect to this Debenture,
in each case upon compliance with certain conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected and, for
certain purposes, without the consent of the Holders of any Securities at the
time Outstanding. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Debenture shall be conclusive
and binding upon such Holder and upon all future Holders of this Debenture and
of any Debenture issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Debenture.
No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Debenture at the times, place and rate, and in the coin or
currency, herein prescribed.
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As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Debenture is registrable in the registry books of
the Company, upon surrender of this Debenture for registration of transfer at
the office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Debenture are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Debentures of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Debentures of this series are issuable only in fully registered form
without coupons in denominations of $1,000 and any amount in excess thereof
which is an integral multiple of $1,000. As provided in the Indenture and
subject to certain limitations therein set forth, Debentures of this series are
exchangeable for a like aggregate principal amount of Debentures of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Debenture for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Debenture is registered in the Security Register
as the owner hereof for all purposes, whether or not this Debenture be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
This Debenture shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Debenture which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in this instrument, shall be
construed as though they were written out in full according to applicable laws
or regulations:
TEN COM.as tenants in common
TEN ENT.as tenants by the entireties
JT TEN.as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT._______________Custodian_______________
(Cust) (Minor)
under Uniform Gift to Minors Act
--------------------------------------------
(State)
Additional abbreviations may be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
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- --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
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the within Debenture, and all rights thereunder, hereby irrevocably constituting
and appointing
- ---------------------------------------------------------------------- Attorney
to transfer said Debenture on the books of the within Company, with full power
of substitution in the premises
Dated
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NOTICE: The signature to this assignment must correspond with the name as
written upon the within Debenture in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
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