UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Ultrak, Inc.
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(Name of Issuer)
Common Stock,
$0.01 par value
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(Title of Class of Securities)
903898401
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(CUSIP Number)
Thomas F. Larkins, Esq.
Honeywell International Inc.
101 Columbia Road
P.O. Box 4000
Morristown, NJ 07962
(973) 455-2000
With a Copy to:
David K. Robbins, Esq.
Fried, Frank, Harris, Shriver & Jacobson
350 South Grand Avenue, 32nd Floor
Los Angeles, CA 90071
(213) 473-2000
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
November 26, 2002
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(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 which is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13(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 ss.240.13d-7(b)
for other parties to whom copies are to be sent.
SCHEDULE 13D
CUSIP No. 903898401
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HONEYWELL INTERNATIONAL INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 8,223,063
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,223,063
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.2%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
INTRODUCTION
This statement amends the Schedule 13D filed on August 19, 2002,
as amended on November 14, 2002, (the "Amended Schedule 13D") by Honeywell
International Inc., a Delaware corporation ("Honeywell"), with respect to
the shares of common stock, $0.01 par value ("Company Common Stock"), of
Ultrak, Inc., a Delaware corporation (the "Company"). Capitalized terms
used and not defined in this Amendment No. 2 shall have the meanings set
forth in the Amended Schedule 13D. Except as specifically provided herein,
this Amendment No. 2 does not modify any of the information previously
provided on the Amended Schedule 13D.
1. ITEM 4 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING
INFORMATION:
ITEM 4. PURPOSE OF TRANSACTION.
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On November 26, 2002, Honeywell, the Company and the Company
Subsidiaries entered into a Letter Agreement (the "Letter Agreement")
amending the Asset Purchase Agreement to extend the termination date of the
Asset Purchase Agreement to December 31, 2002, from November 30, 2002.
The foregoing description of the Letter Agreement is qualified in
its entirety by the complete text of the Letter Agreement, which is
attached hereto as Exhibit 5 and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 5 Letter Agreement, dated as of November 26, 2002, among
Honeywell, the Company and the Company Subsidiaries.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
HONEYWELL INTERNATIONAL INC.
By: /s/ Thomas F. Larkins
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Name: Thomas F. Larkins
Title: Vice President and Corporate
Secretary
Dated: November 26, 2002
EXHIBIT INDEX
Document
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Exhibit 5 -- Letter Agreement, dated as of November 26, 2002, among
Honeywell, the Company and the Company Subsidiaries.
EXHIBIT 5
November 26, 2002
Ultrak, Inc.
1301 Waters Ridge Drive
Lewisville, Texas 75057
Attention: General Counsel
Ladies and Gentlemen:
Reference is made to the Asset Purchase Agreement, dated as of August
8, 2002 (the "Asset Purchase Agreement"), between Ultrak, Inc., a Delaware
corporation (together with the entities listed on Schedule A thereto, the
"Sellers"), and Honeywell International Inc., a Delaware corporation (the
"Purchaser"). All capitalized terms used herein but not defined herein
shall have the meaning given them in the Asset Purchase Agreement.
By executing this letter agreement below, each of Honeywell and the
Sellers hereby agrees that Section 9.4(a)(iv) of the Asset Purchase
Agreement is amended to provide that the Purchaser or the Sellers may
terminate the Asset Purchase Agreement if the Closing has not taken place
on or before December 31, 2002.
Except as expressly amended herein, the Asset Purchase Agreement shall
continue to be, and shall remain, in full force and effect. This letter
agreement may be executed in multiple counterparts which, taken together,
shall constitute one and the same agreement.
Please indicate your agreement to the matters stated herein by signing
and returning this letter.
Very truly yours,
HONEYWELL INTERNATIONAL INC.
By: /s/ Thomas F. Larkins
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Name: Thomas F. Larkins
Title: Vice President and Corporate
Secretary
Consented to and acknowledged:
SELLERS: ULTRAK, INC.
By: /s/ Chris Sharng
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Name: Chris Sharng
Title: Senior Vice President and
Chief Financial Officer
ULTRAK OPERATING, L.P.
By: Ultrak GP, Inc., its sole
General Partner
By: /s/ Chris Sharng
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Name: Chris Sharng
Title: Chief Financial Officer
ULTRAK GP, INC.
By: /s/ Chris Sharng
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Name: Chris Sharng
Title: Chief Financial Officer
ULTRAK LP, INC.
By: /s/ Chris Sharng
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Name: Chris Sharng
Title: Chief Financial Officer
ULTRAK OHIO, INC.
By: /s/ Chris Sharng
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Name: Chris Sharng
Title: Chief Financial Officer
ULTRAK (ASIA PACIFIC) PTY. LTD.
By: /s/ Chris Sharng
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Name: Chris Sharng
Title: Director and Chief Financial
Officer
ULTRAK DEUTSCHLAND GMBH
By: /s/ Chris Sharng
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Name: Chris Sharng
Title: Chief Financial Officer
ULTRAK (SA) (PROPRIETARY) LIMITED
By: /s/ Chris Sharng
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Name: Chris Sharng
Title: Director and Chief Financial
Officer
ULTRAK ITALIA, SpA
By: /s/ Chris Sharng
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Name: Chris Sharng
Title: Chief Financial Officer
ULTRAK (ASIA) PTE. LTD.
By: /s/ Chris Sharng
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Name: Chris Sharng
Title: Chief Financial Officer
ULTRAK POLSKA, Sp.z. O.O
By: /s/ Chris Sharng
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Name: Chris Sharng
Title: Director and
Chief Financial Officer
ULTRAK HOLDINGS LIMITED
By: /s/ Chris Sharng
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Name: Chris Sharng
Title: Chief Financial Officer
ULTRAK (UK) LIMITED
By: /s/ Chris Sharng
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Name: Chris Sharng
Title: Director and Chief Financial
Officer