-----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, UL01CiQyWAbI3rPansm450i91+sj7DrXxbGYhljzGUS7tVCN512yzhV33eGycigv fGRVGLm45d6H2mwD0RGvMg== 0000048305-98-000004.txt : 19980430 0000048305-98-000004.hdr.sgml : 19980430 ACCESSION NUMBER: 0000048305-98-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980427 EFFECTIVENESS DATE: 19980427 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: S-8 SEC ACT: SEC FILE NUMBER: 333-51129 FILM NUMBER: 98602143 BUSINESS ADDRESS: STREET 1: HONEYWELL PLZ STREET 2: 2701 4TH AVE S 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 S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1998 Registration No. ============================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- HONEYWELL INC. (Exact name of registrant as specified in its charter) ---------------------- Delaware 41-0415010 (State of Incorporation) (I.R.S. Employer Identification No.) HONEYWELL NON-EMPLOYEE DIRECTORS FEE AND STOCK UNIT PLAN (Full title of the plan) Honeywell Plaza Minneapolis, Minnesota 55408 (612) 951-1000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Edward D. Grayson Vice President and General Counsel Honeywell Plaza Minneapolis, Minnesota 55408 (612) 951-0660 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------- Approximate date of commencement of proposed sale of securities to the public: From time to time after the effective date of this Registration Statement. CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Title of securities Amount to be maximum offering aggregate offering Amount of to be registered registered price per unit price registration fee - ------------------------------------------------------------------------------------------------------------ Common Stock, par value $1.50 100,000 $91.5625* $9,156,250* $2,701.10* per share shares - ------------------------------------------------------------------------------------------------------------ * Estimated pursuant to Rule 457(h)(6) solely for the purpose of calculating the registration fee and based upon the average of the high and low sale prices of the Registrant's Common Stock on April 20, 1998, as reported in the Wall Street Journal.
PART I INFORMATION REQUIRED IN PROSPECTUS EXPLANATORY NOTE: As permitted by the rules of the Securities and Exchange Commission, this Registration Statement omits the information specified in Part I of Form S-8. Notwithstanding, restricted securities of the same class as those to be offered pursuant to this Registration Statement, which were acquired by directors of the registrant pursuant to an employee benefit plan, are exempt from registration and may be re-offered or resold pursuant to this Registration Statement in accordance with Rule 415 (230.415) of the Securities Act of 1933. A re-offer prospectus covering such restricted securities is attached hereto. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE The following documents of the registrant, which have been filed with the Commission, are hereby incorporated by reference into this Registration Statement: (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (b) Current Report on Form 8-K dated April 7, 1998; (c) (i) Description of the Common Stock contained in Form 10 Registration Statement dated May, 1935, and all amendments thereto; and (ii) Description of Preferred Stock Purchase Rights on Form 8-A Registration Statement dated March 4, 1996. All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4: DESCRIPTION OF SECURITIES Not Applicable. ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL An opinion of counsel as to the legality of the securities being registered herewith has been issued by Warren E. Simpson, Esq., Senior Counsel of the registrant, and is filed as an exhibit herewith. The financial statements and the related financial statement schedules incorporated in this Registration Statement by reference from the registrant's Annual Report on Form 10-K for the year ended December 31, 1997 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given their authority as experts in accounting and auditing. ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law contains detailed provisions for indemnification of directors and officers of Delaware corporations against expenses, judgments, fines and settlements in connection with litigation. Article Seventh (h) of the registrant's Restated Certificate of Incorporation provides that a director shall not be personally liable to the registrant or its stockholders for monetary damages for a breach of fiduciary duty as a director, except for liability provided by applicable law (i) for breach of the director's duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under the Delaware statutory provision making directors personally liable for unlawful dividends or unlawful stock repurchases or redemptions, or (iv) for any transaction for which the director derived an improper personal benefit. Article III, Section 17 of the registrant's Bylaws and the registrant's Directors' and Officers' Liability Insurance Policy provide for indemnification of the directors and officers of the registrant against certain liabilities. 3 ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED In accordance with Rule 415 (230.415) of the Securities Act of 1933, restricted securities of the same class as those to be offered pursuant to this Registration Statement, which were acquired by directors of the registrant pursuant to an employee benefit plan, are exempt from registration and may be re-offered or resold pursuant to this Registration Statement. ITEM 8: EXHIBITS 4.1 Rights Agreement between Honeywell Inc. and Chemical Mellon Shareholder Services L.L.C., as Rights Agent, dated as of January 16, 1996 is hereby incorporated by reference to Exhibit 4 to Honeywell's Current Report on Form 8-K dated January 31, 1996. 4.2 Indenture, dated as of August 1, 1994, between Honeywell Inc. and The Chase Manhattan Bank (National Association), as Trustee for Honeywell Inc. Medium Term Notes, Series A, is incorporated by reference to Exhibit 4(b) to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. 5. Opinion and consent of Warren E. Simpson, Esq. 23.1 Consent of Independent Auditors, Deloitte & Touche LLP. 23.2 Consent of Warren E. Simpson, Esq. (included in Exhibit 5) 24 Powers of Attorney ITEM 9: UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (b) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement, PROVIDED, HOWEVER, that paragraphs (a) and (b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 4 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on April 27, 1998. HONEYWELL INC. (Registrant) By/s/ Edward D. Grayson ------------------------------------- Edward D. Grayson Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signature and Title M. R. BONSIGNORE Chairman of the Board and Chief Executive Officer and Director L. W. STRANGHOENER Vice President and Chief Financial Officer (principal financial officer) P. M. PALAZZARI Vice President and Controller (principal accounting officer) A. J. BACIOCCO, JR. Director E. E. BAILEY Director W. H. DONALDSON Director G. FERRARI By /s/ Edward D. Grayson Director ----------------------------- R. D. FULLERTON Edward D. Grayson Director Attorney-in-fact J. J. HOWARD Director April 27, 1998 B. E. KARATZ Director A. B. RAND Director S. G. ROTHMEIER Director M. W. WRIGHT Director 6 INDEX TO EXHIBITS Exhibit No. Page No. - ---------- ------- 5 Opinion and consent of Warren E. Simpson, Esq. i 23.1 Consent of Deloitte & Touche LLP. ii 23.2 Consent of Warren E. Simpson, Esq. (Included in Exhibit 5) NA 24 Powers of Attorney iii-iv 99(i) Prospectus v-ix EX-5 2 OPINION OF WARREN E. SIMPSON Exhibit 5 The Board of Directors Honeywell Inc. Honeywell Plaza Minneapolis, Minnesota 55408 Ladies and Gentlemen: This opinion is being furnished to you in connection with the proposed registration of 100,000 shares (the `Shares') of Common Stock, $1.50 par value of Honeywell Inc. (the `Company'). In this connection, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of the following: 1. The Restated Certificate of Incorporation of the Company. 2. The Bylaws of the Company. 3. Resolutions of the Board of Directors of the Company adopted on January 16, 1996, January 21, 1997 and June 17, 1997. 4. Honeywell Non-Employee Directors Fee and Stock Unit Plan dated as of April 16, 1996, as amended through June 17, 1997. 5. The Registration Statement on Form S-8, including exhibits (the `Registration Statement'), as filed with the Securities and Exchange Commission (the `Commission') on or about the date hereof in connection with the registration of the Shares under the Securities Act of 1933, as amended. I have also examined such documents and reviewed such questions of law as I have considered necessary and appropriate for the purposes of this opinion. In such examination, I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to me as copies. I have also assumed the legal capacity for all purposes relevant hereto of all natural persons. I am admitted to practice law in the State of Minnesota and I express no opinion as to the laws of any other jurisdiction other than the corporate laws of the State of Delaware and the securities laws of the United States of America to the extent referenced herein. Based on the foregoing, I am of the opinion that all of the Shares which are the subject of the Registration Statement referenced in item 5 above, are or will be when issued, validly issued, fully paid and nonassessable. I hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to me under the caption `Validity of the Shares' contained in the Prospectus included therein. Except as otherwise provided herein, this opinion is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to for any other purpose without my express permission. Dated: April 27, 1998 Very truly yours, /s/ Warren E. Simpson --------------------------------- Warren E. Simpson i EX-23 3 INDEPENDENT AUDITORS' CONSENT Exhibit 23.1 We consent to the incorporation by reference in this Registration Statement of Honeywell Inc. on Form S-8 of our report dated February 10, 1998, appearing in the Annual Report on Form 10-K of Honeywell Inc. for the year ended December 31, 1997 and to the reference to us under the heading `Experts' in the Prospectus, which is part of this Registration Statement. Deloitte & Touche LLP Minneapolis, Minnesota April 21, 1998 ii EX-24 4 Exhibit 24 POWERS OF ATTORNEY The undersigned director of HONEYWELL INC., a Delaware corporation, appoints KATHLEEN M. GIBSON, EDWARD D. GRAYSON and LAWRENCE W. STRANGHOENER, each of them with full power to act without the other, as true and lawful attorneys-in-fact, to sign on my behalf the Registration Statement on Form S-8 (and any amendments thereto), for the registration under the Securities Act of 1933, as amended, of 300,000 shares of Honeywell Inc.'s common stock, offered and to be offered to non-employee directors of Honeywell Inc. pursuant to the Honeywell Non-Employee Directors Fee and Stock Unit Plan, as amended from time to time with full power to file such registration statement and each such amendment so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission. IN WITNESS WHEREOF, I have signed this Power of Attorney as of the 21st day of April, 1998. /s/ M. R. Bonsignore - -------------------------------------- M. R. Bonsignore Chairman of the Board and Chief Executive Officer, and Director /s/ A. J. Baciocco, Jr. /s/ E. E. Bailey - --------------------------- --------------------------- A. J. Baciocco, Jr. E. E. Bailey Director Director /s/ W. H. Donaldson s/ G. Ferrari - --------------------------- --------------------------- W. H. Donaldson G. Ferrari Director Director /s/ R. D. Fullerton /s/ J. J. Howard - --------------------------- --------------------------- R. D. Fullerton J. J. Howard Director Director /s/ B. E. Karatz /s/ A. B. Rand - --------------------------- --------------------------- B. E. Karatz A. B. Rand Director Director /s/ S. G. Rothmeier /s/ M. W. Wright - --------------------------- --------------------------- S. G. Rothmeier M. W. Wright Director Director iii The undersigned officer of HONEYWELL INC., a Delaware corporation, appoints KATHLEEN M. GIBSON, EDWARD D. GRAYSON and LAWRENCE W. STRANGHOENER, each of them with full power to act without the other, as true and lawful attorneys-in-fact, to sign on my behalf the Registration Statement on Form S-8 (and any amendments thereto), for the registration under the Securities Act of 1933, as amended, of 300,000 shares of Honeywell Inc.'s common stock, offered and to be offered to non-employee directors of Honeywell Inc. pursuant to the Honeywell Non-Employee Directors Fee and Stock Unit Plan, as amended from time to time with full power to file such registration statement and each such amendment so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission. IN WITNESS WHEREOF, I have signed this Power of Attorney as of the 21st day of April, 1998. /s/ L. W. Stranghoener ---------------------- L. W. Stranghoener Vice President and Chief Financial Officer /s/ P. M. Palazzari ------------------- P. M. Palazzari Vice President and Controller, and Principal Accounting Officer iv EX-99 5 PROSPECTUS Exhibit 99(i) PROSPECTUS 97,213 SHARES HONEYWELL INC. COMMON STOCK PAR VALUE $1.50 PER SHARE ..................... This Prospectus relates to a total of 97,213 shares of the Common Stock of Honeywell Inc. (the `Company'), which are issuable pursuant to stock units granted to non-employee members of the Board of Directors of the Company (the `Selling Shareholders') under the Honeywell Non-Employee Directors Fee and Stock Unit Plan (the `Plan') as compensation for certain directors' fees. Under the Plan, a director may elect to receive payment of certain directors' retainer and meeting fees in cash or stock units. If stock units are selected, Shares are delivered to the director in a lump sum or installments when his or her service on the Board of Directors terminates. The number of Shares the director is entitled to receive is determined based on the number of stock units issued to the director pursuant to the Plan. Shares may be sold by a director on the New York Stock Exchange (the `NYSE') through licensed broker- dealers, at then prevailing market prices or otherwise at prices and on terms then obtainable. The expenses of the registration of the Shares, including legal and accounting fees, will be paid by the Company, Each of the Selling Shareholders has advised the Company that he or she has not made any arrangement with any broker-dealer for the sale of the Shares. The Selling Shareholders and any broker-dealer acting in connection with the sale of the Shares hereunder may be deemed to be `underwriters' within the meaning of the Securities Act of 1933 (the `Act'), in which case any commissions received by a broker-dealer and any profit realized by them on the resale of the Shares as principal may be deemed to be underwriting compensation under the Act. See `Plan of Distribution.' The Shares offered hereby have not been registered under the securities laws of any state or other jurisdiction and any broker-dealer should assure the existence of an exemption from such registration or effectuate such registration in connection with the offer and sale of the Shares. The Common Stock is traded on the NYSE. On April 24, 1998 the closing price of the Common Stock, as reported by the NYSE, was $93.4375. THE SHARES ARE CONSIDERED `SECURITIES' FOR PURPOSES OF THE SECURITIES ACT OF 1933, THEY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE THE DATE OF THIS PROSPECTUS IS APRIL 27, 1998. v AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the `Exchange Act'). As required by the Exchange Act, the Company files reports, proxy statements and other information with the Securities and Exchange Commission (the `Commission'). These reports, proxy statements and other information which are filed with the Commission may be inspected and copied at the public reference facilities and the Commission at Room 2400, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices, located at Seven World Trade Center, 13th Floor, New York, New York 10048 and Northwestern Atrium Center, 14th Floor, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates, and may also be accessed electronically through the internet at the Commission's website address: www.sec.gov. In addition, reports, proxy statements and other information concerning the Company may be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. The Company has filed with the Commission a Registration Statement on Form S-8 (herein, together with all amendments and exhibits, referred to as the `Registration Statement') under the Securities Act of 1933, as amended. This Prospectus does not contain all the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information, please refer to the Registration Statement. The Registration Statement may be inspected without charge at the offices of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies thereof may be obtained from the Commission at prescribed rates. It may also be accessed electronically through the internet at the Commission's website address: www.sec.gov. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents of the Company which have been filed with the Commission are hereby incorporated by reference into this Prospectus: (a) Annual Report on Form 10-K for the year ended December 31, 1997; (b) Current Report on Form 8-K dated April 7, 1998; (c) (i) Description of the Common Stock contained in Form 10 Registration Statement dated May, 1935, and all amendments thereto; and (ii) Description of Preferred Stock Purchase Rights on Form 8-A Registration Statement dated March 4, 1996 All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Shares shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the respective dates of filing of such documents. Any statement contained herein or in a document all or any portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to any person to whom this Prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the foregoing documents incorporated herein by reference (not including exhibits to the documents incorporated by reference unless such exhibits are specifically incorporated by vi reference into the information that the Registration Statement incorporates). Requests for such copies should be directed to Office of Corporate Secretary, Honeywell Inc., Honeywell Plaza, P.O. Box 524, Minneapolis, Minnesota 55440- 0524, telephone number (612) 951-0091. vii USE OF PROCEEDS Stock units have been issued by the Company to the Selling Shareholder in consideration for services rendered by them as non-employee members of the Board of Directors of the Company. When a Selling Shareholder's service on the Board of Directors terminates, the Selling Shareholder is entitled to receive payment for the stock units allocated to his or her account in a lump sum or annual installment of cash or Shares, based on the Shareholder's prior election. The Company does not intend to sell any of the Shares directly. SELLING SHAREHOLDERS Certain information about the Selling Shareholder is set forth below:
Name of Amount of Shares Amount of Shares Selling Shareholder to be Offered* Owned before and after Offering* - --------------------------------------------------------------------------- A. Baciocco 13,281.99 15,565.48 E. Bailey 16,823.17 18,905.17 W. Donaldson** 14,621.87 15,421.87 R. FULLERTON 2,637.03 10,914.93 J. Howard 12,369.24 14,484.97 B. KARATZ 7,329.99 10,738.99 A. Rand 5,371.78 6,377.20 S. Rothmeier 8,632.60 9,760.60 M. Wright 16,144.75 17,344.75 - --------------------- *All of the Shares to be offered by the Selling Shareholders are derived from stock units previously issued to them as restricted securities, which are currently owned by them. The Shares will be issuable pursuant thereto based on the election of each Selling Shareholder, when his or her service as a member of the Board of Directors of the Company terminates. The Shares are now being registered for re-offer and re-sale by such person. **Until April 21, 1998 the Selling Shareholder was a non-employee member of the Board of Directors of the Company, at which time he retired therefrom.
PLAN OF DISTRIBUTION The Selling Shareholders may offer and sell the Shares from time to time in transactions on the NYSE through licensed broker-dealers at then prevailing market prices or otherwise at prices and on terms then obtainable. Sales may be made to or through broker-dealers who may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders or the purchasers of Shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). To the extent required, this Prospectus will be updated to reflect any change in the Selling Shareholders, the number of Shares so offered for such Selling Shareholders' accounts and, if such offering is to be made by or through underwriters or dealers, the names of such underwriters or dealers and the principal terms of the arrangements between the underwriters or dealers and the Selling Shareholders. Each of the Selling Shareholders has advised the Company that he or she has not made any arrangement with any broker-dealer for the sale of the Shares. The Selling Shareholders and any broker-dealer acting in connection with the sale of the Shares hereunder may be deemed to be `underwriters' within the meaning of the Act, in which case any commissions received by a broker-dealer and any profit realized by them on the resale of the Shares as principal may be deemed underwriting compensation under the Act. VALIDITY OF THE SHARES The validity of the Shares has been opined on for the Company by Warren E. Simpson, Esq., Senior Counsel of the Company. viii EXPERTS The financial statements and the related financial statement schedules incorporated into this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1997 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given their authority as experts in accounting and auditing. No person has been authorized to give any information or to make any representations not contained or incorporated by reference in this Prospectus in connection with the offer described in this Prospectus and, if given or made, such information and representations must not be relied upon as having been authorized by the Company or the Selling Shareholders. Neither the delivery of this Prospectus nor any sale made under this Prospectus shall under any circumstances create any implication that there has been no change in the affairs of the Company since the date hereof or since the date of any documents incorporated herein by reference. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities other than the securities to which it relates or an offer to sell, or a solicitation of an offer to buy, in any jurisdiction in which it is not lawful to make any such offer or solicitation. TABLE OF CONTENTS Page Available Information...................2 Incorporation of Certain Documents By Reference..........................2 Use of Proceeds.........................3 Selling Shareholders....................3 Plan of Distribution....................3 Validity of the Shares..................3 Experts.................................4 97,213 Shares HONEYWELL INC. Common Stock ix -----END PRIVACY-ENHANCED MESSAGE-----