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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
DATE OF REPORT - August 17, 2000
(Date of earliest event reported)
Honeywell International Inc.
(Exact name of Registrant as specified in its Charter)
DELAWARE 1-8974 22-2640650
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
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
ITEM 5. OTHER EVENTS.
On August 17, 2000, Honeywell International Inc.
affirmed its plans to exit certain non-core business. We
announced that charges with these portfolio changes were
expected to range from $300 million to $350 million (pre-
tax) in the third quarter of 2000. Anticipated portfolio
changes include the divestiture of the Friction Materials
business and a loss related to an investment in a basic
chemical manufacturing company.
Repositioning and other charges, which are primarily
related to our previously announced cost-reduction
activities, are expected to be an additional $100 million to
$125 million in the third quarter.
Attached as Exhibits 99.1 and 99.2 hereto are press
releases we issued on August 24 and September 5, 2000
describing certain developments in connection with our plans
to exit non-core businesses.
This current report contains forward-looking statements
as defined in Section 21E of the Securities Exchange Act of
1934, including statements about future actions regarding
our business operations and financial charges that we expect
to make. Such forward-looking statements involve risks and
uncertainties inherent in business forecasts.
SIGNATURE
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.
Date: September 8, 2000 Honeywell International Inc.
(Registrant)
By:/s/ Peter M. Kreindler
-------------------------
Peter M. Kreindler
Senior Vice President and
General Counsel
Exhibit 99.1
HONEYWELL PLANS TO SELL AUTOMOTIVE CONSUMER PRODUCTS GROUP
INCLUDING PRESTONE, FRAM, AUTOLITE, AND HOLTS BRANDS
COMPANY CONTINUES PLAN TO DIVEST NON-CORE BUSINESSES
MORRIS TOWNSHIP, New Jersey, August 24, 2000 - Honeywell
[NYSE:HON] today announced it has retained Salomon Smith Barney
to assist the company in finding a buyer for its Consumer
Products Group (CPG) business unit, a manufacturer and marketer
of consumer products for the automotive industry.
"As promised, we are moving swiftly to focus our resources
and reconfigure our portfolio to maximize its potential, while
increasing the value-creation capabilities of our strong core
businesses," said Michael R. Bonsignore, Honeywell's Chairman
and CEO. "With its leading brands, strong financial
performance, world-class product development capabilities, and
outstanding employees, we expect that CPG will be very
attractive to potential buyers with a long-term commitment to
the automotive marketplace."
Honeywell's Consumer Products Group is comprised of four
major business enterprises: Prestone, FRAM, Autolite, and Holts.
It manufactures and markets consumer-branded automotive products
for the aftermarket, as well as for automotive original
equipment manufacturers and installers. A leader in automotive
product research, development, engineering, and manufacturing
technology, it is a world leader in branded filters, spark plugs
and car care products. Each of these four major brands is over
60 years old.
Prestone, perhaps best known as the leading brand of
antifreeze/coolant sold in America, also includes about 100 car
care products, such as the Jump It!, portable jump starter and
power source and a line of premium fuel additives. FRAM is a
leading global brand of oil, air, fuel and other filters for a
variety of applications in gasoline- and diesel-powered
vehicles. Autolite is one of North America's largest producers
of spark plugs, offering a complete line of standard plugs,
premium platinum plugs and ignition wire sets. Holt Lloyd is
a leading European and Asian automotive aftermarket supplier of
car care products sold under the Holts, Redex, Simoniz, and
Start Pilote, brand names.
"This transaction will enable CPG's great brands to work
for a buyer who is eager to invest or expand in the huge
consumable automotive aftermarket," said David E. Berges,
President, Consumer Products Group.
Approximately 4,400 employees work for Honeywell's Consumer
Products Group, which is headquartered in Danbury, Connecticut,
and has 17 manufacturing locations around the world. In 1999,
CPG generated about $1.1 billion in net sales up 6% from the
prior year.
Honeywell is a US$24-billion diversified technology and
manufacturing leader, serving customers worldwide with aerospace
products and services; control technologies for buildings, homes
and industry; automotive products; power generation systems;
specialty chemicals; fibers; plastics; and electronic and
advanced materials. The company is a leading provider of
software and solutions, and Internet e-hubs including
MyPlant.com, MyFacilities.com and MyAircraft.com (joint venture
with United Technologies and i2 Technologies). Honeywell
employs approximately 120,000 people in 95 countries and is
traded on the New York Stock Exchange under the symbol HON, as
well as on the London, Chicago and Pacific stock exchanges. It
is one of the 30 stocks that make up the Dow Jones Industrial
Average and is also a component of the Standard & Poor's 500
Index. Additional information on the company is available on
the Internet at www.honeywell.com.
This release contains forward-looking statements as defined in
Section 21E of the Securities Exchange Act of 1934, including
statements about future business operations, financial
performance and market conditions. Such forward-looking
statements involve risks and uncertainties inherent in business
forecasts.
Exhibit 99.2
QUESTOR PARTNERS FUND II TO ACQUIRE
HONEYWELL'S BRAKE PRODUCTS BUSINESS
BENDIX, JURID, ROADTUFF BRANDS SERVE GLOBAL
TRUCK, AUTOMOBILE AND OTHER TRANSPORTATION INDUSTRIES;
ANNUAL REVENUES OF GROUP APPROXIMATELY $1 BILLION
SOUTHFIELD, Michigan, and MORRIS TOWNSHIP, New Jersey,
September 5, 2000 - Questor Partners Fund II, L.P. and Honeywell
(NYSE: HON) announced today that they have reached an agreement
in principle for Questor to acquire Honeywell's Friction
Materials business, which supplies brake products to a wide
range of transportation industries. Terms of the transaction
were not disclosed.
The business, which has annual sales of approximately $1
billion, manufactures and markets disc brake pads, drum brake
linings and other brake products for both original equipment
manufacturers and the automotive aftermarket. The business also
distributes brake fluids and parts as well as other braking
components. The brand names involved include Bendix, JURID and
RoadTuff, and the products are used in passenger cars, light-,
medium- and heavy-duty trucks, trailers and other transportation
applications. Honeywell will retain the right to use the Bendix
name in some applications outside the Friction Materials
business.
The Friction Materials business is a separate business unit
from the Bendix Commercial Vehicle Systems business, which will
remain a part of Honeywell.
Honeywell's Friction Materials business, headquartered in
Troy, Mich., has 13 manufacturing plants and five engineering
facilities, situated in nine countries. Customers include most
of the world's leading car, truck and brake manufacturers, as
well as major aftermarket buying groups, automotive retailers
and specialty installers. The Friction Materials business'
successful Bendix brand celebrated its 75th anniversary in 1999.
"The Honeywell Friction Materials business has some of the
best-known brand names in the industry, and a well-deserved
reputation for production and engineering excellence,
understanding brake system dynamics, solving noise, vibration
and harshness problems, and designing and developing
environmentally friendly materials," Jay Alix, managing
principal of Questor, said. "Questor's management has extensive
experience in the automotive industry, where we have lent our
expertise to companies like National Car Rental, Ryder TRS,
Inc., and AP Automotive Systems. We are confident that we will
improve on the Honeywell group's already enviable reputation and
significant market share in the global economy."
"Friction Materials has been a valuable part of our
portfolio over the years, but it no longer fits with our long-
term plans. This transaction will benefit both customers and
employees because of Questor's commitment to the Friction
Materials business," said Michael R. Bonsignore, Honeywell
Chairman and CEO. "Today's announcement is another step forward
in our strategy to sell, fix or close non-core units and
strengthen our core portfolio to increase shareowner value."
The Friction Materials transaction is expected to be
completed later this year, following regulatory review and
compliance with other legal requirements in the various
countries where the businesses operate.
Founded in 1995, Questor has demonstrated its ability to
manage the growth of many companies, including several in the
highly competitive worldwide automotive components sector.
Questor Management Company, headquartered in Southfield, Mich.,
with an office in New York, manages the Questor Partners Funds,
which have more than $1 billion of equity investment capital.
The funds focus on investments in non-core units of Fortune
1,000 companies, underperforming businesses and troubled
companies. Additional information on Questor is available on
the Internet at www.questorfund.com.
Honeywell is a US$24-billion diversified technology and
manufacturing leader, serving customers worldwide with aerospace
products and services; control technologies for buildings, homes
and industry; automotive products; power generation systems;
specialty chemicals; fibers; plastics; and electronic and
advanced materials. The company is a leading provider of
software and solutions, and Internet e-hubs including
MyPlant.com, MyFacilities.com and MyAircraft.com (joint venture
with United Technologies and i2 Technologies). Honeywell
employs approximately 120,000 people in 95 countries and is
traded on the New York Stock Exchange under the symbol HON, as
well as on the London, Chicago and Pacific stock exchanges. It
is one of the 30 stocks that make up the Dow Jones Industrial
Average and is also a component of the Standard & Poor's 500
Index. Additional information on the company is available on
the Internet at www.honeywell.com.
This release contains forward-looking statements as defined
in Section 21E of the Securities Exchange Act of 1934, including
statements about future business operations, financial
performance and market conditions. Such forward-looking
statements involve risks and uncertainties inherent in business
forecasts.