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| OMB APPROVAL |
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|OMB NUMBER: 3235-0145|
UNITED STATES |EXPIRES: |
SECURITIES AND EXCHANGE COMMISSION | AUGUST 31, 1999|
Washington, D.C. 20549 |ESTIMATED AVERAGE |
|BURDEN HOURS |
|PER RESPONSE ...14.90|
|_____________________|
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AlliedSignal Inc.
____________________________________________________________
(Name of Issuer)
Common Stock, $1.00 par value per share
____________________________________________________________
(Title of Class of Securities)
019512102
____________________________________________________________
(CUSIP Number)
David J. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 4, 1999
____________________________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.
SCHEDULE 13D
CUSIP No. 019512102
___________________________________________________________________
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (entities only)
Honeywell Inc.
41-0415010
___________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
___________________________________________________________________
3. SEC USE ONLY
___________________________________________________________________
4. SOURCE OF FUNDS*
OO
___________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
___________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
___________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF 109,308,537*
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 109,308,537*
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
None
___________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,308,537*
___________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
___________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.6*
___________________________________________________________________
14. TYPE OF REPORTING PERSON
CO
___________________________________________________________________
* The shares of common stock, par value $1.00 per share ("AlliedSignal
Common Stock"), of AlliedSignal Inc. ("AlliedSignal") covered by this
item are purchasable by Honeywell Inc. ("Honeywell") upon exercise of
an option granted to Honeywell on June 4, 1999 and described in Item 4
of this Schedule 13D. Prior to the exercise of the option, Honeywell
is not entitled to any rights as a stockholder of AlliedSignal with
respect to the shares of AlliedSignal Common Stock covered by the
option. Honeywell disclaims any beneficial ownership of the shares of
AlliedSignal Common Stock which are purchasable by Honeywell upon
exercise of the option on the grounds that the option is not presently
exercisable and only becomes exercisable upon the occurrence of the
events referred to in Item 4 below. If the option were exercised,
Honeywell would have the sole right to vote and to dispose of the
shares of AlliedSignal issued as a result of such exercise.
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $1.00 per
share (the "Common Stock," an individual share of which is a "Share"), of
AlliedSignal Inc., a Delaware corporation ("AlliedSignal"). The principal
executive offices of the Issuer are located at 101 Columbia Road,
Morristown, New Jersey.
Item 2. Identity and Background
This Schedule 13D is filed by Honeywell Inc., a Delaware corporation
("Honeywell"). Honeywell's principal business is the development and
supply of advanced-technology products, systems and services to homes,
buildings, industry, and space and aviation. Honeywell's principal offices
are located at Honeywell Plaza, Minneapolis, Minnesota.
(a)-(c)(f) All executive officers and directors of Honeywell are
citizens of the United States except for Jaime Chico Pardo, Giannantonio
Ferrari and R. Donald Fullerton, who are citizens of Mexico, Italy and
Canada, respectively. The name, business address and present principal
occupation (including the name and address of the corporation or organiza-
tion in which such employment is conducted) of each executive officer and
director is set forth in Schedule I to this Schedule 13D, which is incorpo-
rated herein by reference.
(d)-(e) During the last five years neither Honeywell nor, to the best
of its knowledge, any of Honeywell's executive officers or directors has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations of, or prohib-
iting or mandating activities subject to, federal or state securities laws,
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
As more fully described below, pursuant to the terms of the
AlliedSignal Stock Option Agreement (as defined below), Honeywell will have
the right, upon the occurrence of certain events described below, to
purchase from time to time up to 109,308,537 shares of AlliedSignal Common
Stock (subject to adjustment as provided in the AlliedSignal Stock Option
Agreement) at a price of $58.375 per share. If Honeywell purchases
AlliedSignal Common Stock pursuant to the AlliedSignal Stock Option
Agreement, Honeywell anticipates that the funds to finance such purchase
would come from a combination of borrowings and working capital. Because
the option under the Honeywell Common Stock Option Agreement is not
currently exercisable, no determination has been made at this time as to
the source of such funds. However, pursuant to the terms of the
AlliedSignal Stock Option Agreement, at such time at which the option
thereunder becomes exercisable, Honeywell will be permitted to effect a
cashless exercise thereof, without payment of any funds.
Item 4. Purpose of Transaction
(a)-(j) On June 4, 1999, Honeywell, AlliedSignal and Blossom Acquisi-
tion Corp., a Delaware corporation and a wholly-owned subsidiary of
AlliedSignal ("Merger Sub"), entered into an Agreement and Plan of Merger
(the "Merger Agreement"), a copy of which is attached as Exhibit 1 hereto
and incorporated herein by reference. The Merger Agreement provides, among
other things, for the merger of Merger Sub with and into Honeywell (the
"Merger") with Honeywell being the corporation surviving the Merger (the
"Surviving Corporation").
Pursuant to the Merger Agreement, at the effective time of the Merger
Agreement (the "Effective Time"), each share of Honeywell Common Stock
issued and outstanding immediately prior to the Effective Time (excluding
those held in the treasury of Honeywell, by any subsidiary of Honeywell or
by AlliedSignal or any of its subsidiaries (collectively, the "Excluded
Shares")) will cease to exist and be converted into the right to receive
1.875 shares of common stock, par value $1.00 per share, of AlliedSignal
(the "AlliedSignal Common Stock"). The Merger Agreement also provides that
each Excluded Share will be canceled without payment of any consideration
therefor. As a consequence of the Merger, Honeywell will become a wholly-
owned subsidiary of AlliedSignal, which will own 100% of the Honeywell
Common Stock, and the Honeywell stockholders will become stockholders of
AlliedSignal. Also, at the Effective Time AlliedSignal will amend its
restated certificate of incorporation so as to change its name to
"Honeywell International Inc."
Consummation of the Merger is subject to the satisfaction or waiver at
or prior to the Effective Time of certain conditions, including, but not
limited to, approval and adoption of the Merger and the Merger Agreement by
the holders of shares of Honeywell Common Stock, approval of the issuance
of shares of AlliedSignal Common Stock in accordance with the terms of the
Merger Agreement by the holders of shares of AlliedSignal Common Stock,
expiration or termination of the applicable waiting periods under the Hart-
Scott-Rodino Anti-Trust Improvements Act of 1976, as amended (the "HSR
Act"), approval of the Merger by the European Commission pursuant to the
applicable requirements of Council Regulation No. 4064/89 of the European
Community, as amended, receipt of letters from Honeywell's and
AlliedSignal's independent public accountants regarding the permissibility
of accounting for the Merger as a "pooling of interests", receipt of legal
opinions regarding the tax-free nature of the Merger, and other customary
conditions.
Pursuant to the Merger Agreement, AlliedSignal agreed to take action
such that at the Effective Time: (i) the AlliedSignal Board of Directors
will consist of 15 people, 9 of whom will be designated by AlliedSignal
from its board and 6 of whom will be designated by Honeywell from its
board; (ii) Michael R. Bonsignore, Chairman and CEO of Honeywell, will be
elected the new Chief Executive Officer of AlliedSignal as of the Effective
Time, and be elected as Chairman of the AlliedSignal Board of Directors as
of April 1, 2000 or such earlier date as Lawrence A. Bossidy, Chairman and
CEO of AlliedSignal, retires as Chairman; (iii) an Executive Office will be
created consisting of Lawrence A. Bossidy until his retirement as Chairman,
Michael R. Bonsignore as the Chief Executive Officer and, after the
retirement of Lawrence A. Bossidy, as Chairman of the Board, and Robert D.
Johnson, currently President and CEO of AlliedSignal's Aerospace organiza-
tion, and Giannantonio Ferrari, currently Honeywell's President and Chief
Operating Officer, each of whom will be elected as a Chief Operating
Officer and an Executive Vice President of AlliedSignal; and (iv)
AlliedSignal's By-laws, as amended, will be further amended to require the
affirmative vote of 75% of the AlliedSignal Board for certain changes in
Michael R. Bonsignore's employment status and, in the event the directors
designated by Honeywell constitute less than 25% of the AlliedSignal Board,
the affirmative vote of one such designee.
The Merger Agreement contains certain customary restrictions on the
conduct of the business of AlliedSignal, Honeywell and their respective
subsidiaries prior to the Effective Time (or the termination of the
Agreement, if the Agreement is terminated without the consummation of the
Merger), including, without limitation, not (i) declaring, setting aside or
paying any dividend or distribution payable in cash, stock or property in
respect of any capital stock (other than regular quarterly cash dividends
in respect of the Honeywell Common Stock in amounts consistent with past
practice), (ii) making acquisitions or effecting dispositions (other than
(x) in the ordinary course of business consistent with past practice,
(y) acquisitions involving the payment of cash in an amount not in excess
of $500 million, in the case of Honeywell, or $2 billion, in the case of
AlliedSignal, in each case in the aggregate, and (z) dispositions of assets
and property having a fair market value not in excess of $500 million, in
the case of Honeywell, or $1 billion in the case of AlliedSignal (in each
case in the aggregate), (iii) entering into any material joint venture,
partnership or similar arrangement, (iv) issuing any shares of capital
stock (other than in certain instances in connection with employee or
director stock options or other equity based awards) or (v) entering into,
amending or waiving provisions of, or granting any approval under any
standstill agreement (except that Honeywell's or AlliedSignal's Board of
Directors may grant a waiver of provision of, or approval under, a stand-
still agreement to permit the making of a Superior Proposal (defined below)
if the Board of Directors determines in its good faith judgment, after
receiving the advice of outside counsel, that, in light of the Superior
Proposal, there is a reasonable possibility that the Board of Directors
would be in violation of its fiduciary duties under applicable law if it
failed to grant the waiver or approval.
Under the Merger Agreement, Honeywell and its Subsidiaries, on the one
hand, and AlliedSignal and its Subsidiaries on the other hand, may not, and
must use their reasonable best efforts to cause their respective officers,
directors, employees, investment bankers, consultants, attorneys, accoun-
tants, agents and other representatives not to, take any action to solicit,
initiate, encourage or facilitate the making of any Acquisition Proposal
(defined below) or any inquiry with respect to any Acquisition Proposal or
engage in substantive discussions or negotiations with any person with
respect to any Acquisition Proposal or disclose any nonpublic information
relating to it or any of its Subsidiaries to, any person who has made or,
to its knowledge, is considering making, an Acquisition Proposal.
The Merger Agreement provides, however, that Honeywell and
AlliedSignal, as applicable, may furnish information to a person who makes
a Superior Proposal and may participate in negotiations and discussions
regarding such a Superior Proposal if:
(x) the Superior Proposal was not solicited by Honeywell or
AlliedSignal, as applicable, and did not result from a violation by it of
the provision described in the prior paragraph;
(y) before the Honeywell or AlliedSignal, as applicable, stockholders
vote to approve the transaction; its Board of Directors determines in its
good faith judgment, after receiving the advice of outside counsel that, in
light of the Superior Proposal, if Honeywell or AlliedSignal, as applica-
ble, were to fail to participate in negotiations or discussions regarding
the Superior Proposal, or to provide information to the person making the
Superior Proposal, there is a reasonable possibility the Board of Directors
would be in violation of its fiduciary duties under applicable laws; and
(z) Honeywell or AlliedSignal, as applicable, gives the other notice
of its intention to so provide information and/or enter into negotiations
or discussions;
"Acquisition Proposal" is defined in the Merger Agreement to mean any
written offer or proposal for any (i) acquisition of an asset of
AlliedSignal or Honeywell, as applicable, or any of their respective
subsidiaries that constitutes 20% or more of the net revenues, net income
or assets of such party and its subsidiaries; (ii) acquisition of 20% or
more of any class of equity securities of AlliedSignal or Honeywell or any
of their respective subsidiaries whose business constitutes 20% or more of
the net revenues, net income or assets of such party and its subsidiaries;
(iii) tender offer or exchange offer that, if consummated, would result in
any person beneficially owning 20% or more of any class of equity securi-
ties of AlliedSignal or Honeywell or any of their respective subsidiaries
whose business constitutes 20% or more of the net revenues, net income or
assets of such party and its subsidiaries; or (iv) merger, business
combination, recapitalization, liquidation or similar transaction involving
AlliedSignal or Honeywell or any of their respective subsidiaries whose
business constitutes 20% or more of the net revenues, net income or assets
of such party and its subsidiaries.
"Superior Proposal" is defined in the Merger Agreement to mean any
Acquisition Proposal for all of the outstanding shares of AlliedSignal or
Honeywell common stock (i) on terms that the Board of Directors of
AlliedSignal or Honeywell, as applicable, determines in its good faith
judgment (after consultation with a financial advisor and taking into
account all the terms and conditions of the Acquisition Proposal) are more
favorable from a financial point of view to its stockholders than the
Merger; and (ii) in the Board of Directors' judgment, is reasonably likely
to be consummated.
Each of Honeywell and AlliedSignal is obligated under the Merger
Agreement to call a special meeting of its stockholders to vote to approve
the Merger. Each company's Board of Directors is required to recommend
that its stockholders vote to approve the Merger. However, under the
Merger Agreement, Honeywell's and AlliedSignal's Board of Directors may
fail to make, or may withdraw or modify, such recommendation to its
stockholders after receiving any Acquisition Proposal that constitutes a
Superior Proposal if:
(a) the Board of Directors determines in its good faith judgment,
after receiving the advice of outside counsel, that, in light of the
Superior Proposal, there is a reasonable possibility that the Board of
Directors would be in violation of its fiduciary duties under applicable
law if it failed to withdraw or modify its recommendation;
(b) the other party is given five business days' written notice
advising that the Board of Directors of Honeywell or AlliedSignal, as
applicable, intends to resolve to withdraw or modify its recommendation
absent modification of the terms of the Merger Agreement; and
(c) assuming the Merger Agreement was amended to reflect all adjust-
ments to the terms and conditions proposed by the other during the five
business day period, the Acquisition Proposal would nonetheless constitute
a Superior Approval.
The Merger Agreement may be terminated:
(i) by Honeywell or AlliedSignal, if the other's Board of Directors
shall have failed to recommend or withdrawn its approval of the Merger or
the Merger Agreement or shall have failed to call a meeting of its stock-
holders to vote with respect to the Merger Agreement, or shall have
recommended a Superior Proposal ("Recommendation Withdrawal Termination
Event");
(ii) by Honeywell or AlliedSignal, if the Honeywell stockholders or
the AlliedSignal stockholders fail to approve the Merger and the Merger
Agreement ("Approval Failure Termination Event");
(iii) by Honeywell or AlliedSignal, if the Merger is not consummated
by February 4, 2000, or, if the failure to consummate the Merger by
February 4, 2000 is solely a result of the failure to obtain the necessary
governmental or regulatory approval ("Drop Dead Date Termination Event");
and
(iv) by Honeywell or AlliedSignal, if the other materially breaches
its representations, warranties, covenants or obligations contained in the
Merger Agreement ("Breach Termination Event").
Under the Merger Agreement, AlliedSignal or Honeywell, as applicable,
becomes entitled to receive (a) a termination fee of $350 million from the
other party in the case of Recommendation Withdrawal Termination Event
triggered by the other party's Board of Directors, (b) a termination fee of
$200 million, in the case of an Approval Failure Termination Event result-
ing from the other party's stockholders' failure to approve the Merger and
the Merger Agreement or a Breach Termination Event resulting from a breach
by the other party, if prior to the occurrence of either event, any person
shall have made an Acquisition Proposal for the other party, with an
additional termination fee of $150 million payable if, within nine months
after such termination, the other party enters into a definitive agreement
with respect to an Acquisition Proposal, or (c) a termination fee of $350
million, in the case of a Drop Dead Date Termination Event, if prior to the
occurrence of such event, any Person shall have made an Acquisition
Proposal for the other party and within nine months after such termination
the other party enters into a definitive agreement with respect to an
Acquisition Proposal.
Concurrent with the execution of the Merger Agreement, Honeywell and
AlliedSignal entered into a Stock Option Agreement, dated as of June 4,
1999 (the "AlliedSignal Stock Option Agreement"), a copy of which is
attached as Exhibit 2 hereto and is incorporated herein by reference.
Pursuant to the AlliedSignal Stock Option Agreement, AlliedSignal granted
Honeywell an unconditional, irrevocable option (the "Option") to purchase,
pursuant to the terms and conditions thereof, up to 109,308,537 (subject to
adjustment as provided in the AlliedSignal Stock Option Agreement) fully
paid and nonassessable shares of AlliedSignal Common Stock (the "Option
Shares") at a price of $58.375 per share (the "Option Price"). The
AlliedSignal Stock Option Agreement provides that Honeywell may exercise
the Option in whole or in part at any time or from time to time following
Honeywell's having become entitled to receive the Termination Fee (the
"AlliedSignal Trigger Event"), by delivering a written notice thereof in
accordance with the terms of the AlliedSignal Stock Option Agreement. The
right to exercise the Option shall terminate upon the earliest of (i) the
occurrence of the Effective Time of the Merger, (ii) 120 days after the
date of full payment of the Termination Fee (defined below) by AlliedSignal
to Honeywell, (iii) the date of the termination of the Merger Agreement so
long as no AlliedSignal Trigger Event has occurred or could still occur, or
(iv) the first anniversary of the date of termination of the Merger
Agreement.
"Termination Fee" is defined as payment of a fee equal to $350 million
upon termination of the Merger Agreement.
Pursuant to the AlliedSignal Stock Option Agreement, if, within two
years of the exercise of the Option, Honeywell requests AlliedSignal in
writing to register any of the Option Shares under the Securities Act of
1933, as amended (the "Securities Act"), AlliedSignal is obligated to use
its reasonable best efforts to cause such Option Shares to be registered
under the Securities Act within 60 days from receipt of Honeywell's request
and to keep such registration in effect for at least 90 days. AlliedSignal
has also agreed to notify Honeywell at least 10 days prior to filing a
registration statement under the Securities Act (other than a filing on
Form S-4 or S-8) with respect to any shares of AlliedSignal Common Stock.
If Honeywell, within two days following receipt of such notice, requests
AlliedSignal in writing to include any portion of the Option Shares in such
registration statement, AlliedSignal shall include such Option Shares in
such registration statement. AlliedSignal shall bear all expenses relating
to any registration statement other than underwriting discounts and
commissions related to the sale of such Option Shares.
AlliedSignal has agreed that after the occurrence of the AlliedSignal
Trigger Event while the Option remains exercisable, at the request of
Honeywell, AlliedSignal shall repurchase the Option from Honeywell, in
whole or in part, at a price equal to the number of shares of AlliedSignal
Common Stock then purchasable upon exercise of the Option (or such lesser
number of shares as may be designated in the Cash Exercise Notice (as
defined in the AlliedSignal Stock Option Agreement)) multiplied by the
amount by which the higher of the Proposed Alternative Transaction Price or
the Average Market Price (each as defined in the AlliedSignal Stock Option
Agreement) exceeds the Option Price.
In the AlliedSignal Stock Option Agreement, Honeywell has agreed that,
from and after the date of exercise of the Option, and for as long as
Honeywell owns the Option Shares, it will not, nor will it permit any of
its affiliates to, without the prior consent of the Board of Directors of
AlliedSignal, (i) acquire or agree, offer, seek or propose to acquire,
ownership of more than 25% of any class of voting securities of
AlliedSignal or any rights or options to acquire such ownership (including
from a third party); (ii) propose a merger, consolidation or similar
transaction involving AlliedSignal; (iii) offer or propose to purchase,
lease or otherwise acquire all or a substantial portion of the assets of
AlliedSignal; (iv) seek or propose to influence or control the management
or policies of AlliedSignal or to obtain representation on the AlliedSignal
Board of Directors, or solicit or participate in the solicitation of any
proxies or consents with respect to the securities of AlliedSignal; (v)
enter into any agreements or arrangements with any third party with respect
to any of the foregoing; or (vi) request permission to do any of the
foregoing or request any permission to make any public announcement with
respect to any of the foregoing. The above provision will not apply to the
actions taken pursuant to the Merger Agreement. Additionally, Honeywell
may not sell, transfer any beneficial interest in, pledge, hypothecate or
otherwise dispose of any voting securities at any time except pursuant to a
tender offer, exchange offer, merger or consolidation of AlliedSignal, or
in connection with a sale of all or substantially all of the assets of
AlliedSignal, pursuant to a registered public offering or in compliance
with Rule 144 of the General Rules and Regulations under the Securities Act
(or any similar successor rule). Honeywell agrees to be present in person
or to be represented by proxy at all stockholder meetings of AlliedSignal
so that all shares of voting securities beneficially owned by it or its
affiliates may be counted for the purpose of determining the presence of a
quorum at such meetings. Honeywell also agrees to vote or cause to be
voted all voting securities beneficially owned by it or its affiliates
proportionately with the votes cast by all other stockholders present and
voting.
Notwithstanding any other provision of the AlliedSignal Stock Option
Agreement, in no event shall the total profit derived by Honeywell from the
Option, Option Shares and any termination fee paid to Honeywell pursuant to
the Merger Agreement exceed in the aggregate $400 million.
Concurrent with the execution of the Merger Agreement and the
AlliedSignal Stock Option Agreement, Honeywell and AlliedSignal also
entered into another Stock Option Agreement, dated as of June 4, 1999 (the
"Honeywell Stock Option Agreement"), a copy of which is attached hereto as
Exhibit 3 and is incorporated herein by reference. Pursuant to the
Honeywell Stock Option Agreement, Honeywell granted AlliedSignal an option
to purchase, pursuant to the terms and subject to the conditions thereof,
up to 25,241,518 shares of Honeywell Common Stock at a price of $109.453
per share, on terms and conditions (including with respect to profit
limitation) that are substantially similar to the terms and conditions
contained in the AlliedSignal Stock Option Agreement.
The foregoing summaries of the Merger Agreement, the AlliedSignal
Stock Option Agreement and the Honeywell Stock Option Agreement do not
purport to be complete and are qualified in their entirety by reference to
the text of such agreements, which are attached as Exhibits 1, 2 and 3
hereto, respectively.
Except as set forth above or in other Items of this Statement
(which Items are incorporated hereby by reference), the Merger Agreement,
the AlliedSignal Stock Option Agreement or the Honeywell Stock Option
Agreement, neither Honeywell nor, to the best of Honeywell's knowledge, any
of the individuals named in Schedule I hereto has any plans or proposals
which relate to or which would result in or relate to any of the actions
specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a)-(b) By reason of its execution of the AlliedSignal Stock Option
Agreement, Honeywell may be deemed to have beneficial ownership of, and
sole voting and dispositive power with respect to, the shares of
AlliedSignal Common Stock subject to the Option and, accordingly, might be
deemed to beneficially own 109,308,537 shares of AlliedSignal Common Stock
(or approximately 16.6% of the outstanding shares of AlliedSignal Common
Stock, assuming exercise of the Option and based upon the 549,289,134
shares of AlliedSignal Common Stock outstanding on June 3, 1999, as
represented to Honeywell by AlliedSignal in the Merger Agreement).
However, Honeywell expressly disclaims any beneficial ownership of the
shares of AlliedSignal Common Stock which are purchasable by Honeywell upon
exercise of the Option on the grounds that the Option is not presently
exercisable and only becomes exercisable upon the occurrence of the events
referred to in Item 4 above. If the Option were exercised, Honeywell would
have the sole right to vote and to dispose of the shares of AlliedSignal
issued as a result of such exercise.
(c) Neither Honeywell nor, to the best of Honeywell's knowledge, any
of the individuals named in Schedule I hereto, has effected any transaction
in AlliedSignal Common Stock during the past 60 days.
(d) So long as Honeywell has not exercised the Option (and prior to
the consummation of the Merger), Honeywell does not have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of AlliedSignal Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as provided in the Merger Agreement, the AlliedSignal Stock
Option Agreement or the Honeywell Stock Option Agreement or as set forth in
other Items of this Statement (which Items are incorporated hereby by
reference), neither Honeywell nor, to the best of Honeywell's knowledge,
any of the individuals named in Schedule I hereto has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of AlliedSignal, including, but not
limited to, transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit Description
------- -----------
1 Agreement and Plan of Merger dated as of June 4, 1999,
among Honeywell Inc., Blossom Acquisition Corp. and
Allied Signal Inc. (incorporated by reference to Ex-
hibit 2.1 to the Current Report on Form 8-K of
Honeywell Inc. dated June 4, 1999 (the "Form 8-K")).
2 Stock Option Agreement dated as of June 4, 1999 between
AlliedSignal Inc., as Issuer, and Honeywell Inc., as
Grantee (incorporated by reference to Exhibit 2.2 to
the Form 8-K).
3 Stock Option Agreement dated as of June 4, 1999 between
Honeywell Inc., as Issuer, and AlliedSignal Inc., as
Grantee (incorporated by reference to Exhibit 2.3 to
the Form 8-K).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true,
complete and accurate.
Date: June 14, 1999 HONEYWELL INC.
By: /s/ Edward D. Grayson
-------------------------------
Name: Edward D. Grayson
Title: Vice President and
General Counsel
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF HONEYWELL INC.
The name and present principal occupation or employment of each of the
directors and executive officers of Honeywell Inc. ("Honeywell") are set
forth below. Unless otherwise indicated, the director's or officer's
business address is Honeywell Plaza, Minneapolis, Minnesota. Except as set
forth below, each occupation set forth opposite an individual's name refers
to Honeywell.
Present Principal Occupation
Name or Employment
DIRECTORS
Albert J. Baciocco, Jr. . . . . . Vice Admiral, U.S. Navy
The Baciocco Group, Inc. (Retired), President,
747 Pitt Street The Baciocco Group, Inc.
Mt. Pleasant, SC 29464-5022
Elizabeth E. Bailey . . . . . . . John C. Hower Professor of
The University of Pennsylvania Public Policy and Management,
The Wharton School The Wharton School, University
Dept. of Public Policy and Management of Pennsylvania; Chairperson of
3100 Steinberg Hall-Deitrich Hall Finance Committee
Philadelphia, PA 19104-6372
Gordon M. Bethune . . . . . . . . . Chairman of the Board and
Continental Airlines, Inc. Chief Executive Officer,
1600 Smith Street, HQS EO Continental Airlines, Inc.
Houston, TX 77002
Michael R. Bonsignore . . . . . . . Chairman of the Board and Chief
Executive Officer
Jaime Chico Pardo . . . . . . . . . Chief Executive Officer,
Telefonos de Mexico, S.A. de C.V. Telefonos de Mexico, S.A. de
Parque Via 190, Piso 10 C.V. (TELMEX)
Col. Cuauhtemoc
06599 Mexico, D.F.
Giannantonio Ferrari . . . . . . . President and Chief Operating
Officer
R. Donald Fullerton . . . . . . . . Chairman-Executive Committee CIBC;
Canadian Imperial Bank of Commerce Chairperson of Audit Committee
Commerce Court West, Suite 3620
Toronto, Ontario, Canada M5L 1A2
James J. Howard . . . . . . . . . . Chairman of the Board, President
Northern States Power Company and Chief Executive Officer of
414 Nicollet Mall, 5th Floor Northern States Power Company;
Minneapolis, MN 55401-1993 Chairperson of Nominating and
Governance Committee
Katherine M. Hudson . . . . . . . . . President and Chief Executive
Brady Corporation Officer, Brady Corporation
6555 W. Good Hope Road
P.O. Box 571
Milwaukee, WI 53201-0571
Bruce Karatz. . . . . . . . . . . . . . Chairman of the Board,
Kaufman and Broad Home President and Chief Executive
Corporation Officer, Kaufman and Broad
10990 Wilshire Blvd. Home Corporation
7th Floor
Los Angeles, CA 90024
A. Barry Rand. . . . . . . . . . . . . Former Executive Vice
c/o Xerox Corporation President, Worldwide
100 First Stamford Place Operations, Xerox Corporation;
Flr. 2S Chairperson of Personnel
Stamford, CT 06904 Committee
Steven G. Rothmeier. . . . . . . . . . Chairman of the Board and
Great Northern Capital Chief Executive Officer, Great
332 Minnesota Street Northern Capital
Suite W-2900
St. Paul, MN 55101
Michael W. Wright. . . . . . . . . . . Chairman of the Board,
SUPERVALU INC. President and Chief Executive
11840 Valley View Road Officer, SUPERVALU INC.
Eden Prairie, MN 55344
EXECUTIVE OFFICERS
(Who Are Not Directors)
J. Kevin Gilligan. . . . . . . . . . President, Solutions and
Services Business, Home
Building Control
Edward D. Grayson. . . . . . . . . . . Vice President and General
Counsel
William M. Hjerpe. . . . . . . . . . . President, Honeywell Europe
Philip M. Palazzari. . . . . . . . . . Vice President and Controller
James T. Porter. . . . . . . . . . . . Vice President and Chief
Administrative Officer
Donald K. Schwanz. . . . . . . . . . . President, Space and Aviation
Control
Lawrence W. Stranghoener. . . . . . . . Vice President and Chief
Financial Officer
Albrecht Weiss. . . . . . . . . . . . . President, Products Business,
Home and Building