SEC Filing | Honeywell International Inc.

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________________________________________________________________________________ ________________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 ON FORM 10-K/A TO FORM 10-K [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-8974 HONEYWELL INTERNATIONAL INC. (Exact name of registrant as specified in its charter) DELAWARE 22-2640650 - --------------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 101 Columbia Road P.O. Box 4000 Morristown, New Jersey 07962-2497 - --------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (973)455-2000 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered - --------------------------------------- ------------------------------------ Common Stock, par value $1 per share* New York Stock Exchange Chicago Stock Exchange Pacific Exchange Money Multiplier Notes due 2000 New York Stock Exchange 9 7/8% Debentures due June 1, 2002 New York Stock Exchange 9.20% Debentures due New York Stock Exchange February 15, 2003 Zero Coupon Serial Bonds due 2000-2009 New York Stock Exchange 9 1/2% Debentures due June 1, 2016 New York Stock Exchange - --------- * The common stock is also listed for trading on the London stock exchange. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [x] The aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately $45.9 billion at December 31, 1999. There were 795,133,694 shares of Common Stock outstanding at December 31, 1999. Documents Incorporated by Reference Part III: Proxy Statement for Annual Meeting of Shareowners to be held May 1, 2000, except for Summary Compensation Table which is contained herein. ________________________________________________________________________________ ________________________________________________________________________________

TABLE OF CONTENTS ITEM PAGE ---- ---- Part III. 11 ......................................................................................... 3 Signatures............................................................................................... 5 2

ITEM 11. EXECUTIVE COMPENSATION Information relating to executive compensation is contained in the Registrant's Proxy Statement for its Annual Meeting of Shareowners held on May 1, 2000, except for the revised Summary Compensation Table contained herein. SUMMARY COMPENSATION TABLE The following table shows compensation for: two individuals who served as the Company's chief executive officer in 1999; the four most highly compensated executive officers (other than the CEOs) who were employed by the Company on December 31, 1999; and one former executive officer who would have been one of the four most highly compensated executive officers had he been employed by the Company on December 31, 1999. Annual Compensation Long-Term Compensation ------------------- ---------------------- Awards Payouts ------ ------- Name and Principal Restricted Options LTIP All Other Position Year Salary($) Bonus($) Stock Units($)(1) (Shares) Payouts($) Compensation(2) -------- ---- --------- -------- ----------------- -------- ---------- --------------- Lawrence A. Bossidy(3) 1999 $2,000,000 $5,000,000 -- -- -- $1,383,697 Chairman of the Board 1998 2,000,000 4,000,000 -- -- -- 451,119 1997 2,000,000 3,150,000 -- 1,500,000 -- 576,969 Michael R. Bonsignore(4) 1999 1,087,817 2,000,000 $22,781,250 1,781,249 2,565,000 1,039,122 Chief Executive Officer Giannantonio Ferrari(5) 1999 536,896 775,000 2,039,375 612,251 1,282,500 272,915 Chief Operating Officer and Executive Vice President Robert D. Johnson 1999 370,833 625,000 1,882,500 400,000 -- 36,469 Chief Operating Officer and 1998 267,917 300,000 -- 190,000 -- 31,505 Executive Vice President 1997 232,285 150,000 -- 40,000 -- 9,294 Peter M. Kreindler 1999 462,500 640,000 1,098,125 333,000 -- 386,986 Sr. Vice President and 1998 445,000 550,000 -- -- -- 105,705 General Counsel 1997 410,000 480,000 -- -- -- 54,301 Richard F. Wallman 1999 455,833 590,000 1,098,125 333,000 -- 352,478 Sr. Vice President and 1998 410,000 500,000 -- -- -- 79,136 Chief Financial Officer 1997 377,917 420,000 -- -- -- 44,129 Frederic M. Poses 1999 700,000 1,150,000 -- 125,000 -- 341,086 Former President and Chief 1998 600,000 1,000,000 -- 100,000 -- 206,948 Operating Officer 1997 510,000 735,000 -- -- -- 126,282 - --------- (1) Restricted unit awards, valued on the date of the award, entitle the holder to receive one share of Common Stock for each unit when the unit vests. The Committee has the discretion to pay all or part of such awards in cash. The total number of units held and their value as of December 31, 1999 were as follows: Mr. Bossidy, 595,796 ($34,370,280); Mr. Bonsignore, 375,000 units ($21,633,000); Mr. Ferrari, 32,500 units ($1,874,860); Mr. Johnson, 45,000 units ($2,595,960); Mr. Kreindler, 57,500 units ($3,317,060); Mr. Wallman, 67,500 units ($3,893,940); and Mr. Poses, 60,000 units ($3,461,280). Common stock dividend equivalents are payable on each unit. Restricted units will vest in increments of one-third each on April 1, 2001, 2002 and 2003 only if the Company achieves specified operating margin targets. In addition, Mr. Bonsignore and Mr. Ferrari each owned 20,000 shares of restricted stock of Honeywell Inc. that were converted to 37,500 shares ($2,163,300) of Honeywell International Inc. stock at the time of the merger. These shares vested at the change of control but were subject to sale restrictions due to pooling-of-interest accounting rules until January 2000. (2) Amounts shown for 1999 consists of matching contributions made by the Company under the Savings Plan and Supplemental Savings Plan or by Honeywell Inc. under its savings plans: for Mr. Bossidy, $160,008; Mr. Bonsignore, $4,800; Mr. Johnson, $7,269; Mr. Kreindler, $37,002; Mr. Wallman, $19,784; and Mr. Poses, $56,004; the value of life insurance premiums: for Mr. Bossidy, $17,918; Mr. Bonsignore, $34,322; Mr. Johnson, $29,200; Mr. Kreindler, $11,500; and Mr. Poses, $42,000; above-market interest earned on deferred compensation: for Mr. Bossidy, $205,771; Mr. Kreindler, $88,484; Mr. Wallman, $107,694; and Mr. Poses, $243,082; awards for contributions to the merger of Honeywell and AlliedSignal: for Mr. Bossidy, $1,000,000; 3

Mr. Bonsignore, $1,000,000; Mr. Ferrari, $175,000; Mr. Kreindler, $250,000; and Mr. Wallman, $225,000; $97,915 for relocation allowances in connection with foreign assignments for Mr. Ferrari. (3) Mr. Bossidy also served as Chief Executive Officer until December 1, 1999. (4) Mr. Bonsignore became an executive officer on December 1, 1999. (5) Mr. Ferrari became an executive officer on December 1, 1999. 4

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. HONEYWELL INTERNATIONAL INC. June 29, 2000 By: /s/ RICHARD J. DIEMER, JR. ------------------------------------- Richard J. Diemer, Jr. Vice President and Controller 5