-----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, P1zabxJu4rWXrhK+wAWdUTRPSVcn+Ef/sLgQ5xeIqRx1sn0weZvZfrQRxcgCyxvt DlDAdo1Bf1YcpKitlbMd4Q== 0000950124-97-001099.txt : 19970223 0000950124-97-001099.hdr.sgml : 19970223 ACCESSION NUMBER: 0000950124-97-001099 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970221 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEASUREX CORP /DE/ CENTRAL INDEX KEY: 0000751190 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 941658697 STATE OF INCORPORATION: DE FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39018 FILM NUMBER: 97541134 BUSINESS ADDRESS: STREET 1: ONE RESULTS WAY CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4082551500 MAIL ADDRESS: STREET 1: ONE RESULTS WAY CITY: CUPERTINO STATE: CA ZIP: 95014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HONEYWELL ACQUISITION CORP CENTRAL INDEX KEY: 0001031851 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411863533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 2701 FOURTH AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55408 BUSINESS PHONE: 6129511000 MAIL ADDRESS: STREET 1: 2701 FOURTH AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55408 SC 14D1/A 1 FORM SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1/A (AMENDMENT NO. 1) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 MEASUREX CORPORATION (NAME OF SUBJECT COMPANY) HONEYWELL ACQUISITION CORP. HONEYWELL INC. (BIDDERS) COMMON STOCK, PAR VALUE $.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 583432 10 9 (CUSIP NUMBER OF CLASS OF SECURITIES) EDWARD D. GRAYSON, ESQ. VICE PRESIDENT AND GENERAL COUNSEL HONEYWELL INC. HONEYWELL PLAZA MINNEAPOLIS, MINNESOTA 55408 (612) 951-1000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) COPY TO: DAVID J. FRIEDMAN, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 735-3000 Page 1 of 6 pages The Exhibit Index appears on page 5 2 This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 dated January 31, 1997 (the "Schedule 14D-1") filed by Honeywell Inc., a Delaware corporation, and its wholly owned subsidiary, Honeywell Acquisition Corp., a Delaware corporation (the "Purchaser"), relating to the Purchaser's tender offer for all of the outstanding shares of Common Stock, par value $.01 per share (the "Common Stock"), including the associated preferred share purchase rights (the "Rights" and together with the Common Stock, the "Shares"), of Measurex Corporation, a Delaware corporation (the "Company"), at $35.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 31, 1997 and the related Letter of Transmittal. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Schedule 14D-1. Item 10. Additional Information. Section 14 of the Offer is hereby amended to provide that the Purchaser cannot assert any of the conditions set forth in Section 14 (other than those related to regulatory approvals) after the Expiration Date. Item 11. Material To Be Filed As Exhibits. Item 11 is hereby amended by adding the following: (a)(9) Form of Press Release dated February 21, 1997 2 of 5 pages 3 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. Date: February 21, 1997 HONEYWELL ACQUISITION CORP. By: /s/ George Van Kula ----------------------- Name: George Van Kula Title: Vice President 3 of 5 pages 4 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. Date: February 21, 1997 HONEYWELL INC. By: /s/ Lawrence W. Stranghoener ------------------------------ Name: Lawrence W. Stranghoener Title: Vice President 4 of 5 pages 5 EXHIBIT INDEX Exhibit Sequentially Number Description Numbered Page - ------- ----------- ------------- (a)(9) Form of Press Release dated February 21, 1997 6 5 of 6 pages EX-99.(A)(A) 2 PRESS RELEASE 1 FOR IMMEDIATE RELEASE From: Frances B. Emerson Honeywell Inc. Honeywell Plaza Minneapolis, MN 55440 (612) 951-0072 HONEYWELL ACQUISITION OF MEASUREX RECEIVES ANTITRUST CLEARANCE MINNEAPOLIS, February 21, 1997 -- Honeywell Inc. (NYSE:HON) today announced that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to its proposed acquisition of Measurex Corporation was granted by the Department of Justice and the Federal Trade Commission effective as of February 20 and that the HSR Act condition to the completion of the acquisition was therefore satisfied. Under the terms of a merger agreement between Honeywell and Measurex, which was approved by the boards of directors of both companies, a wholly owned subsidiary of Honeywell commenced a tender offer on January 27 for all outstanding shares of Measurex at a price of $35.00 per share in cash. The offer is conditioned upon, among other things, there being tendered a number of Measurex shares which is not less than a majority of the shares outstanding on a fully diluted basis. The environmental tests upon which the offer is conditioned have been satisfactorily completed. The offer and withdrawal rights will expire at 12:00 midnight EST, on Friday, February 28, 1997, unless the offer is extended. Bear, Stearns & Co. Inc. is serving as dealer manager in connection with the tender offer. Georgeson & Company Inc. Is acting as information agent in connection with the tender offer. Honeywell is a global controls company focused on creating value through technology that enhances comfort, improves productivity, saves energy, protects the environment and increases safety. The company services customers worldwide in the homes and buildings, industrial, and aviation and space markets. Honeywell employs 53,000 people in 95 countries, and had 1996 sales of $7.3 billion. 6 of 6 pages -----END PRIVACY-ENHANCED MESSAGE-----