-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RcGiT7Jn8HGY0+eYXBpke/RHGNrbV5NUTIpPq0xPzedr61TV5ci/2CqMnsAXh2TW xN6b2S0kJ0WtGsclWVuuNA== 0000048305-96-000002.txt : 19960312 0000048305-96-000002.hdr.sgml : 19960312 ACCESSION NUMBER: 0000048305-96-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960229 ITEM INFORMATION: Other events FILED AS OF DATE: 19960311 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HONEYWELL INC CENTRAL INDEX KEY: 0000048305 STANDARD INDUSTRIAL CLASSIFICATION: AUTO CONTROLS FOR REGULATING RESIDENTIAL & COMML ENVIRONMENT [3822] IRS NUMBER: 410415010 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20629 FILM NUMBER: 96533647 BUSINESS ADDRESS: STREET 1: HONEYWELL PLZ CITY: MINNEAPOLIS STATE: MN ZIP: 55408 BUSINESS PHONE: 6129511000 MAIL ADDRESS: STREET 1: PO BOX 524 CITY: MINEAPOLIS STATE: MN ZIP: 55440-0524 FORMER COMPANY: FORMER CONFORMED NAME: MINNEAPOLIS HONEYWELL REGULATOR CO DATE OF NAME CHANGE: 19670213 8-K 1 FORM 8-K 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 (Date of earliest event reported): February 29, 1996 Honeywell Inc. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-971 41-0415010 ---------------- ------------- -------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) Honeywell Plaza Minneapolis, Minnesota 55408 --------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (612) 951-1000 Not Applicable ------------------------------------------------------------ (Former name or former address, if changed since last report) Item 5. Other Events. ------------ As previously reported in its Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, the registrant is a party to material litigation involving Litton Systems, Inc. The trial for the antitrust case began November 20, 1995 as scheduled, before the same judge who presided over the patent case, but a different jury. After the parties presented their evidence, the court dismissed for failure of proof, Litton's contentionscontentions that Honeywell engaged in below-cost predatory pricing; illegal tying and bundling; and illegally acquired Sperry Avionics in 1986. On February 2, 1996, the case was submitted to the jury on, leaving only two claims, one for monopolization and attempt to monopolize, both based on Litton's allegations that Honeywell entered into certain exclusive dealings and penalty arrangements with aircraft manufacturers and airlines, and one for attempted monopolization, based on Litton's allegations that Honeywell attempted to exclude Litton from the commercial aircraft market. On February 29, 1996, the jury returned a $234 million verdict against Honeywell for the monopolization claim. On March 1, 1996, the jury indicated that it was unable to reach a a verdict on damages for the attempted monopolization claim, and a mistrial was declared on that claimwith respect to that aspect of the antitrust case. Honeywell issued press releases announcing each event on February 29 and March 1, respectively, which are attached hereto as exhibits. Honeywell continues to maintain that it competed vigorously and lawfullyaggressively and fairly in the inertial navigation business and will continue to defend itself against Litton's allegations. Honeywell believes that the jury's partial verdict should be overturnedis without merit, in part, because (i) Litton (i)'s claims of attempted monopolization and monopolization are integrally tied, and (ii) the damage finding is not supportable. Further, notwithstanding the jury's verdict, failed to prove essential elements of liability and (ii) failed to submit competent evidence to support its claim for damages by offering only a speculative, all-or-nothing $298.5 million damage study. Honeywell willhas filed post-verdict motions with the trial court asking that judgment be granted in favor of Honeywell as a matter of law and for a new trial and intends to vigorously contest the verdict and defend itself against the allegations made by Litand will argue important procedural and other matters which could dispose of this case. If the $234 million jury verdict withstands post-verdict motions, in whole or in part, any dollar judgment will be trebled under federal antitrust laws and will be appealed by Honeywell. The case will conclude only when the trial and appellate courts resolve all of the legal issues. Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits Exhibit No. Exhibit - ---------- ------- 20(i) Press Release dated as of February 29, 1996. 20(ii) Press Release dated as of March 1, 1996. SIGNATURES 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. HONEYWELL INC. By: /s/ Edward D. Grayson ------------------------------- Edward D. Grayson Vice President and General Counsel Date: March 11, 1996 INDEX TO EXHIBITS Exhibit No. Exhibit - ---------- ------- 20(i) Press Release dated as of February 29, 1996. 20(ii) Press Release dated as of March 1, 1996. EX-20 2 EXHIBIT 20(I) EXHIBIT 20(i) JURY REACHES DECISION IN LITTON ANTITRUST TRIAL, CASE FAR FROM OVER ONE STEP IN PROCESS, HONEYWELL SAYS LOS ANGELES, FEB. 29, 1996 - Honeywell Inc. today said it was surprised and extremely disappointed with a $234 million jury verdict returned against Honeywell after a three-month trial for monopolization of ring laser gyroscope- based inertial navigation systems for commercial aircraft. If this verdict withstands post-trial motions and appeals, it will be trebled. Litton Systems Inc. brought the case in March 1990 in U.S. District Court in Los Angeles as a companion to its patent infringement claims concerning Honeywell's process to coat ring laser gyroscope mirrors. Judge Mariana R. Pfaelzer presided over lengthy trials in both cases. `We are disappointed by the jury's findings and believe the decision is unsupported by the facts and the law,' said Edward D. Grayson, Honeywell vice president and general counsel. `Honeywell achieved its success in a fiercely competitive market based on technological innovation, a superior product and attractive prices. This is exactly what the antitrust laws encourage. `We will immediately file post-verdict motions with the trial court as we did in the earlier patent trial and ask that judgment be granted in favor of Honeywell as a matter of law,' said Grayson. The jury considered Litton's allegations that Honeywell entered into certain exclusive dealings and penalty arrangements with aircraft manufacturers and airlines and attempted to exclude Litton from the commercial market. The Court previously dismissed for failure of proof Litton's claims that Honeywell had engaged in below-cost predatory pricing, illegal tying, bundling, and had illegally acquired Sperry Avionics in 1986. `Today's verdict represents but one step in this trial and one more in the long-standing dispute between Litton and Honeywell,' said Grayson. `We believe that ultimately it will have little independent value. This case will conclude only when the trial and appellate courts resolve all the legal issues that could reduce or eliminate this latest jury verdict. `Honeywell is a fair and lawful competitor,' said Grayson. `Honeywell competed aggressively and fairly in the inertial navigation business. This case is yet another transparent effort on Litton's part to recoup in the courtroom what it wasn't able to achieve in the marketplace.' On Jan. 9, 1995, Judge Pfaelzer nullified a $1.2 billion verdict returned by a different jury in August 1993 against Honeywell in the patent infringement lawsuit. Pfaelzer ruled that Litton had engaged in inequitable conduct before the U.S. Patent and Trademark Office in failing to disclose prior art, and found the Litton patent to be unenforceable and invalid. Litton filed an appeal with the Federal Circuit Court of Appeals in Washington, D.C., in early 1995, and oral arguments were heard in December. A decision is not expected for several months, although it could come at any time. `Judge Pfaelzer's decision in the patent infringement case, which she arrived at after careful review of the evidence, is well-reasoned and fully supported by the facts. We are confident that her rulings will be upheld on appeal,' said Grayson. In the 1960s Honeywell pioneered the application of ring laser gyroscopes to inertial navigation systems used for aircraft, and has become a worldwide leader in the manufacture and sale of such systems for commercial and military aircraft and vehicles of all types. Honeywell is a global controls company focused on creating value through control technology that enhances comfort, improves productivity, saves energy, protects the environment and increases safety. The company serves customers worldwide in the homes and buildings, industrial, and aviation and space markets. Honeywell employs 50,000 people in 95 countries and had 1995 sales of $6.7 billion. EX-20 3 EXHIBIT 20(II) EXHIBIT 20(ii) JUDGE DECLARES MISTRIAL ON LITTON'S ATTEMPTED MONOPOLIZATION CLAIM IN ANTITRUST TRIAL LOS ANGELES, MARCH 1, 1996 - Honeywell Inc. today said it was not surprised that after a three-month trial, a jury failed to reach a consensus on the attempted monopolization claim in an antitrust lawsuit brought by Litton Systems Inc. Nine jurors deliberated for more than three weeks on claims involving monopolization and attempted monopolization of ring laser gyroscope-based inertial navigation systems for commercial aircraft. On Thursday the jury returned a $234 million verdict against Honeywell for the monopolization claim but failed to reach a verdict on the attempted monopolization claim. If the $234 million verdict withstands post-trial motions and appeals, the amount will be trebled. `The jury deadlock reinforces our view that Litton failed to prove damages in this extraordinarily complex case,' said Edward D. Grayson, Honeywell vice president and general counsel. `Honeywell will argue in post-trial hearings that Litton's claims of attempted monopolization and monopolization are integrally tied, and therefore yesterday's jury verdict is without merit.' Litton Systems Inc. brought the case in March 1990 in U.S. District Court in Los Angeles as a companion to its patent infringement claims concerning Honeywell's process to coat ring laser gyroscope mirrors. Judge Mariana R. Pfaelzer presided over lengthy trials in both cases. `We will immediately file post-verdict motions with the trial court and ask that judgment be granted in favor of Honeywell as a matter of law,' said Grayson. The jury considered Litton's allegations that Honeywell entered into certain exclusive dealings and penalty arrangements with aircraft manufacturers and airlines and attempted to exclude Litton from the commercial market. The Court previously dismissed for failure of proof Litton's claims that Honeywell had engaged in below-cost predatory pricing, illegal tying, bundling, and had illegally acquired Sperry Avionics in 1986. `This case will conclude only when the trial and appellate courts resolve all the legal issues that could reduce or eliminate this latest jury verdict. `Honeywell is a fair and lawful competitor,' said Grayson. `Honeywell competed aggressively and fairly in the inertial navigation business. This case is yet another transparent effort on Litton's part to recoup in the courtroom what it wasn't able to achieve in the marketplace.' In the 1960s Honeywell pioneered the application of ring laser gyroscopes to inertial navigation systems used for aircraft, and has become a worldwide leader in the manufacture and sale of such systems for commercial and military aircraft and vehicles of all types. Honeywell is a global controls company focused on creating value through control technology that enhances comfort, improves productivity, saves energy, protects the environment and increases safety. The company serves customers worldwide in the homes and buildings, industrial, and aviation and space markets. Honeywell employs 50,000 people in 95 countries and had 1995 sales of $6.7 billion. -----END PRIVACY-ENHANCED MESSAGE-----