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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DATE OF REPORT - October 27, 2004
(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 of (Commission File Number) (I.R.S. Employer Identification
incorporation) 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))
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ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On October 22, 2004, Honeywell entered into a Five-Year Credit Agreement among
Citicorp USA, Inc., as administrative agent, JPMorgan Chase Bank, as
syndiciation agent, and Bank of America, N.A.., Barclays Bank plc, Deutsche Bank
AG, New York Branch, and CitiGroup Global Markets Inc. and J.P. Morgan
Securities Inc., as joint lead arrangers and co-book managers ("Five-Year Credit
Agreement").
This Five-Year Credit Agreement replaces a $1 billion 364-Day Credit Agreement
which was expiring on November 24, 2004. The Five-Year Credit Agreement includes
a $200 million sub-limit for the potential issuance of letters of credit. The
Five-Year Credit Agreement is maintained for general corporate purposes,
including support for the issuance of commercial paper. Honeywell had no balance
outstanding at any time under the 364-Day Credit Agreement.
The Five-Year Credit Agreement does not restrict Honeywell's ability to pay
dividends, nor does it contain financial covenants. The failure to comply with
customary conditions or the occurrence of customary events of default contained
in the Five-Year Credit Agreement would prevent any further borrowings and would
generally require the repayments of any outstanding borrowings under such credit
agreement. Such events of default include (a) non-payment of credit agreement
debt, interest or fees; (b) non-compliance with the terms of the credit
agreement covenants; (c) cross-default with other debt in certain circumstances;
(d) bankruptcy; and (e) defaults upon obligations under the Employee Retirement
Income Security Act. Additionally, each of the banks has the right to terminate
its commitment to lend additional funds or issue additional letters of credit
under the credit agreement if any person or group acquires beneficial ownership
of 30 percent or more of Honeywell's voting stock, or, during any 12-month
period, individuals who were directors of Honeywell at the beginning of the
period cease to constitute a majority of the Board of Directors.
Loans under the Five-Year Credit Agreement are required to be repaid no later
than October 22, 2009. Honeywell has agreed to pay a facility fee of 0.08
percent per annum on the aggregate commitment for the Five-Year Credit Agreement
and Honeywell's $1.3 billion Credit Agreement dated November, 2003.
Interest on borrowings under the Five-Year Credit Agreement would be determined,
at Honeywell's option, by (a) an auction bidding procedure; (b) the highest of
the floating base rate publicly announced by Citibank, N.A., 0.5 percent above
the average CD rate, or 0.5 percent above the Federal funds rate; or (c) the
average Eurocurrency rate plus 0.22 percent (applicable margin).
The facility fee, the applicable margin over the Eurocurrency rate on the
Five-Year Credit Agreement, and the letter of credit issuance fee, are subject
to change, based upon a grid determined by Honeywell's long-term debt ratings.
The Five-Year Credit Agreement is not subject to termination based upon a
decrease in Honeywell's debt ratings or a material adverse change.
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SIGNATURE
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.
Date: October 27, 2004 Honeywell International Inc.
By: /s/ Thomas F. Larkins
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Thomas F. Larkins
Vice President, Corporate Secretary
and Deputy General Counsel
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