c54402_8k.htm

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 – July 28, 2008
(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 jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation)   Identification 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 8.01 Other Events

On July 28, 2008, Honeywell International Inc. completed the previously reported sale of its Consumables Solutions aerospace hardware distribution business to BE Aerospace, Inc. for $1.05 billion, consisting of approximately $901.4 million of cash and six million shares of BE Aerospace common stock.

Honeywell issued a press release on July 28, 2008 regarding the completion of this disposition, a copy of which is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.           Description

99.1                     Press release dated July 28, 2008, issued by Honeywell.

 



SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 28, 2008   HONEYWELL INTERNATIONAL INC.
 
 
    By: /s/ Thomas F. Larkins
               Thomas F. Larkins
               Vice President, Corporate Secretary
               and Deputy General Counsel



c54402_ex99-1.htm

News Release

Contacts:  
Media Investor Relations
Karen Crabtree Murray Grainger
(602) 365-5255 (973) 455-2222
karen.crabtree@honeywell.com murray.grainger@honeywell.com

HONEYWELL COMPLETES SALE OF ITS CONSUMABLES
SOLUTIONS BUSINESS TO B/E AEROSPACE

     PHOENIX, July 28, 2008 -- Honeywell Aerospace (NYSE: HON) announced today that it has completed the sale of its Consumables Solutions business to B/E Aerospace for $1.05 billion, consisting of $901.4 million in cash consideration and six million shares of B/E Aerospace common stock.

      “Honeywell Aerospace is focused on delivering advanced technologies that help enhance the safety and security of global air travel,” said Rob Gillette, Honeywell Aerospace President and Chief Executive Officer. “The sale of the Consumables Solutions business helps to better align our business with this strategic objective and positions us to continue to build on our great positions within the aerospace industry.”

     Consumables Solutions is a global distributor of aerospace fasteners and hardware, and provides custom logistics services to original equipment manufacturers, airlines, repair shops, flight service centers and distributors.

     Honeywell International is a $38 billion diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; automotive products; turbochargers; and specialty materials. Based in Morris Township, N.J., Honeywell’s shares are traded on the New York, London and Chicago Stock Exchanges. For additional information, please visit www.honeywell.com.

     Based in Phoenix, Honeywell’s $12 billion aerospace business is a leading global provider of integrated avionics, engines, systems and service solutions for aircraft manufacturers, airlines, business and general aviation, military, space and airport operations.

This release contains certain statements that may be deemed “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, that address activities, events or developments that we or our management intends, expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. The forward-looking statements included in this release are also subject to a number of material risks and uncertainties, including but not limited to economic, competitive, governmental, and technological factors affecting our operations, markets, products, services and prices. Such forward-looking statements are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by such forward-looking statements.

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