Filed by General Electric Company
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Honeywell International Inc.
Commission File No.: 1-8974
NEWS RELEASE
General Electric Company
3135 Easton Turnpike, Fairfield, CT 06431
GENERAL ELECTRIC TO ACQUIRE HONEYWELL IN A TAX-FREE
MERGER FOR $45 BILLION
Honeywell Shareowners to Receive GE Stock
Jack Welch to Continue as GE Chairman until End of 2001
New York City - October 22, 2000 - The General Electric Company (NYSE:
GE) and Honeywell (NYSE: HON) today announced that GE has agreed to acquire
Honeywell in a tax-free merger valued at $45 billion dollars, plus assumed debt.
As part of this definitive agreement, Honeywell shareowners will receive 1.055
shares of GE stock in exchange for one share of Honeywell. Along with other
customary deal protections, GE will receive an option for 19.9% of Honeywell's
outstanding stock.
The announcements were made today by John F. Welch, Chairman and CEO of
GE, and Michael R. Bonsignore, Chairman and CEO of Honeywell. Mr. Bonsignore
will become a member of the GE Board of Directors. Two additional Honeywell
directors will join Bonsignore on the GE Board.
The Boards of Directors of both companies have approved the merger
agreement, which is subject to regulatory approval and the approval of Honeywell
shareowners. The merger is expected to be completed in early 2001.
"Honeywell's core group of businesses -- Avionics, Automated Controls,
Performance Materials and its new microturbine technology -- are a perfect
complement to four of GE's major businesses," Mr. Welch said. "Not only are the
businesses a perfect fit, but so are the people and processes. GE's operating
system and social architecture, coupled with a both companies' initiatives of
Six Sigma, Services, Globalization and e-Business are also a perfect fit."
Said Mr. Bonsignore: "This transaction preserves and strengthens the
Honeywell brand worldwide while providing superior value to our shareowners,
customers and employees. Honeywell's rich global heritage of technology and
innovation will be substantially enhanced as part of GE. I look forward to
working with Jack Welch as a member of the GE board to ensure a seamless
transition and to make a continuing contribution to one of the world's greatest
companies."
Mr. Welch will stay on as Chairman and CEO of GE until the end of 2001,
through the Honeywell transition.
Silas S. Cathcart, the longest-serving GE director and chairman of GE's
Management Development and Compensation Committee, said: "We have three
objectives: to make the largest acquisition in GE's history when the time is
right; to proceed on schedule with succession actions to name a Chairman- elect
before year end; and to use Jack Welch's vast experience for several more months
to ensure that this, our largest acquisition, is also our most successful."
GE expects to account for the Honeywell acquisition as a pooling of
interests. Operations are expected to have double-digit accretion to the
company's earnings per share in the first full year, excluding any one-time
charges.
GE will use the "GE-Honeywell" brand name in some key product lines.
GE, with anticipated 2000 revenues of $130 billion, is a diversified
technology, services and manufacturing company with a commitment to achieving
customer success and worldwide leadership in each of its businesses. GE operates
in more than 100 countries and employs 340,000 people worldwide.
Honeywell is a $25-billion diversified technology and manufacturing
leader, serving customers worldwide with avionic products and services; control
technologies for buildings, homes and industry; automotive products; power
generation systems; specialty chemicals; fibers; plastics; and electronic and
advanced materials. Honeywell employs approximately 120,000 people in 95
countries.
Caution Concerning Forward-Looking Statements
This document includes certain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements are
based on management's current expectations and are subject to uncertainty and
changes in circumstances. Actual results may differ materially from these
expectations due to changes in global economic, business, competitive market and
regulatory factors or failure of the transaction described to be completed for
any reason. More detailed information about those factors is contained in GE's
and Honeywell's filings with the Securities and Exchange Commission.
Honeywell will be filing a proxy statement and other relevant documents
concerning the proposed transaction with the SEC. INVESTORS ARE URGED TO READ
THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ON THE
PROPOSED TRANSACTION. Investors will be able to obtain the
2
documents free of charge at the SEC's website (www.sec.gov). In addition,
documents filed with the SEC by Honeywell may be obtained free of charge by
contacting Honeywell International Inc., 101 Colombia Road, Morristown, New
Jersey 07962, Attention: Investor Relations (tel.: 973-455-5402). INVESTORS
SHOULD READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION.
Honeywell and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Honeywell stockholders. The
directors and executive officers of Honeywell include: Hans W. Becherer, Gordon
M. Bethune, Michael R. Bonsignore, Marshall N. Carter, Jaime Chico Pardo,
Giannantonio Ferrari, Ann M. Fudge, James J. Howard, Barry C. Johnson, Robert D.
Johnson, Bruce Karatz, Peter M. Kreindler, Robert P. Luciano, Russell E. Palmer,
James T. Porter, Ivan G. Seidenberg, John R. Stafford, Richard F. Wallman and
Michael W. Wright. Collectively, as of September 30, 2000, the directors and
executive officers of Honeywell beneficially owned approximately 0.9% of the
outstanding shares of the company's common stock. Stockholders may obtain
additional information regarding the interests of such participants by reading
the joint proxy statement/prospectus when it becomes available.
Media Contacts:
Gary Sheffer, GE, 212/664-5823 or 6268; 203/373-3871; 203/253-9299
Tom Crane, Honeywell 973-455-4732
3