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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 2 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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TRISTAR AEROSPACE CO.
(Name of Subject Company)
HONEYWELL INTERNATIONAL INC.
(FORMERLY ALLIEDSIGNAL INC.)
ALLIEDSIGNAL ACQUISITION CORP.
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(BIDDERS)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
89674L-10-1
(CUSIP NUMBER OF COMMON STOCK)
PETER M. KREINDLER, ESQ.
HONEYWELL INTERNATIONAL INC.
101 COLUMBIA ROAD
MORRIS TOWNSHIP, NJ 07962
(973) 455-5513
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
WITH COPIES TO:
DAVID K. ROBBINS, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
350 SOUTH GRAND AVENUE, 32ND FLOOR
LOS ANGELES, CALIFORNIA 90071-3406
(213) 473-2000
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1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Honeywell International Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 16,687,648
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 16,687,648
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,687,648
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
96.6%
14 TYPE OF REPORTING PERSON*
CO
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AlliedSignal Acquisition Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 16,687,648
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 16,687,648
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,687,648
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
96.6%
14 TYPE OF REPORTING PERSON*
CO
This Amendment No. 2, filed on December 7, 1999, to the Schedules
14D-1 and 13D, filed on November 5, 1999, as amended by Amendment No. 1 to
those Schedules, filed on November 22, 1999, relates to the offer by
AlliedSignal Acquisition Corp., a Delaware corporation ("Offeror") and a
direct wholly owned subsidiary of Honeywell International Inc., a Delaware
corporation (formerly AlliedSignal Inc., a Delaware corporation)
("Parent"), to purchase all outstanding shares of Common Stock, par value
$.01 per share (the "Shares"), of TriStar Aerospace Co., a Delaware
corporation (the "Company"), at a purchase price of $9.50 per Share, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 5, 1999 (the
"Offer to Purchase"), and in the related Letter of Transmittal (the "Letter
of Transmittal," which together with the Offer to Purchase constitutes the
"Offer").
This amendment is the final amendment to the Schedule 14D-1 required
by General Instruction D to such Schedule, and is also Amendment No. 2 to
the Schedule 13D. The tender offer terminated at 12:00 midnight, New York
City time, on Monday, December 6, 1999. A total of approximately 16,687,648
Shares were properly tendered and not withdrawn as of the termination of
the tender offer (including 194,221 Shares tendered by notice of guaranteed
delivery). This represented approximately 96.6% of the issued and
outstanding Shares of the Company.
ITEM 1. SECURITY AND SUBJECT COMPANY
Item 1 is hereby amended to add the following information:
Because less than 600,000 Shares remained untendered as of the
termination of the tender offer, on December 7, 1999, the New York Stock
Exchange informed the Company that it had halted trading in the Shares and
begun delisting procedures.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended to add the following information:
On December 1, 1999, a wholly owned subsidiary of AlliedSignal
Inc. merged with Honeywell Inc. In connection therewith, AlliedSignal Inc.
changed its name to Honeywell International Inc. Its principal executive
offices remain located at 101 Columbia Road, Morris Township, New Jersey
07692.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibit:
(a)(11) - Form of Press Release, as issued by Parent on
December 7, 1999.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: December 7, 1999
HONEYWELL INTERNATIONAL INC.
By:/s/ Peter M. Kreindler
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Name: Peter M. Kreindler
Title: Senior Vice President and
General Counsel
ALLIEDSIGNAL ACQUISITION CORP.
By:/s/ Peter M. Kreindler
---------------------------------
Name: Peter M. Kreindler
Title: President
EXHIBIT INDEX
EXHIBIT DESCRIPTION NO.
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(a)(11) -- Form of Press Release, as issued by Parent on December 7, 1999.
Exhibit (a)(11)
Contact: Tom Crane
(973) 455-4732
HONEYWELL COMPLETES SUCCESSFUL TENDER
OFFER FOR TRISTAR AEROSPACE CO.
MORRIS TOWNSHIP, N.J. -- (Business Wire) -- December 7, 1999 --
Honeywell (NYSE: HON) said today that it has completed a successful tender
offer initiated by AlliedSignal Inc. for all of the outstanding shares of
common stock of TriStar Aerospace Co. (NYSE: TSX).
The tender offer expired at 12:00 midnight New York City time on
Monday, December 6, 1999. Approximately 16.7 million shares of TriStar have
been tendered, representing more than 96% of the company's outstanding
shares. Honeywell will accept for payment all of the shares validly
tendered at the tender offer price of $9.50 per share.
Honeywell intends to promptly complete the transaction in accordance
with Delaware's short-form merger provisions. As a result of the merger,
each remaining outstanding share of TriStar will be converted, subject to
appraisal rights, into the right to receive $9.50, in cash, without
interest.
TriStar, headquartered in Dallas, Texas, is a leading provider of
fasteners, fastening systems and related hardware to the aerospace
industry. It also provides just-in-time and automatic parts replenishment
and other customized inventory management services.
Honeywell's aerospace business has sales of US$10.5 billion and is
headquartered in Phoenix, Arizona, USA. It is a leading global provider of
integrated avionics, engines, systems and service solutions for aircraft
manufacturers, airlines, business and general aviation, military and
airport operations.
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 employs approximately
120,000 people in 95 countries. Honeywell 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.
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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.
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