-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, LFHP/DqlQLK0Bny8Pi2XhxbH3PO1n6ibql/Gj2QGr7aOR+cAsJUCEeawxY7PFNLr Ch+tb9nW0Bt/+E14k//VYQ== 0000912057-95-004697.txt : 19950621 0000912057-95-004697.hdr.sgml : 19950621 ACCESSION NUMBER: 0000912057-95-004697 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950620 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEY TRONIC CORP CENTRAL INDEX KEY: 0000719733 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 910849125 STATE OF INCORPORATION: WA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34998 FILM NUMBER: 95548113 BUSINESS ADDRESS: STREET 1: N 4424 SULLIVAN RD CITY: SPOKANE STATE: WA ZIP: 99216 BUSINESS PHONE: 5099288000 MAIL ADDRESS: STREET 1: P O BOX 14687 CITY: SPOKANE STATE: WA ZIP: 99214 FILED BY: 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: SC 13D 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 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 KEY TRONIC CORPORATION ---------------------- (Name of Issuer) Common Stock, without par value ------------------------------- (Title of class of securities) 493144 10 9 ------------- (CUSIP Number) William E. Bowen Vice President, Mergers and Acquisitions Honeywell Inc. Honeywell Plaza Minneapolis, Minnesota 55408 (612) 951-3060 --------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) Copy to: Herbert Henryson II, Esq. Vice President and Deputy General Counsel Honeywell Inc. Honeywell Plaza Minneapolis, Minnesota 55408 (612) 951-0592 June 16, 1995 ------------------------------------------------------ (Date of event which requires filing of this Statement) If the filing person has previously filed a Statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Statement because of Rule 13d-1(b)(3) or (4), check the following box: / / Check the following box if a fee is being paid with this Statement: / / Page 1 of 12 Pages Exhibit Index on Page 8 - --------------------------------- ----------------------------------- CUSIP No. 493144 10 9 13D Page 2 of 12 Pages - --------------------------------- ----------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Honeywell Inc. I.R.S. Employer Identification No.: 41-0415010 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 2 of 12 Pages Honeywell Inc. hereby amends its Schedule 13D (the "Schedule 13D") relating to the Common Stock, without par value, of Key Tronic Corporation, a Washington corporation. This Amendment No. 1 (Final Amendment) to the Schedule 13D is the first electronic amendment to a paper format Schedule 13D and accordingly, pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934, as amended, the entire text of the Schedule 13D is restated herein although the exhibits to the Schedule 13D are not restated electronically. An amendment to Item 5 of the restated Schedule 13D is set forth at page 7 hereof. Item 1. SECURITY AND ISSUER. The class of equity securities to which this Statement relates is the Common Stock, without par value (the "Company Common Stock"), of Key Tronic Corporation, a Washington corporation (the "Company"). The principal executive offices of the Company are located at 4424 North Sullivan Road, Spokane, Washington 99216. Item 2. IDENTITY AND BACKGROUND. This Statement is being filed by Honeywell Inc., a Delaware corporation ("Honeywell"). The principal executive offices of Honeywell are located at Honeywell Plaza, Minneapolis, Minnesota 55408. Honeywell is an international controls corporation that supplies automation and control systems, components, products and services for homes and buildings, industry, and space and aviation. (a)-(c), (f). The name, business address, present principal occupation or employment and citizenship of each executive officer and director of Honeywell are set forth in Schedule I hereto. (d)-(e). During the last five years, neither Honeywell, nor, to the best of its knowledge, any of its executive officers and directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in its or his being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Page 3 of 12 Pages Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to the terms of the Purchase and Sale Agreement referred to in Item 6 below, on July 30, 1993 Honeywell acquired 400,000 shares of Company Common Stock and a warrant (the "Warrant") exercisable for an additional 300,000 shares of Company Common Stock. The shares of Company Common Stock and the Warrant were issued to Honeywell in partial consideration for the sale by Honeywell to the Company of substantially all of the assets of the Keyboard Division of Honeywell. Should Honeywell exercise the Warrant, all of the necessary funds will be provided from Honeywell's general corporate funds, from borrowings under its available lines of credit, from cancellation of indebtedness of the Company to Honeywell, by surrender of shares of Company Common Stock or by application of the net exercise provisions of the Warrant. Item 4. PURPOSE OF TRANSACTION. The Purchase and Sale Agreement was entered into by Honeywell in connection with the proposed acquisition by Key Tronic of substantially all of the assets of the Keyboard Division of Honeywell. The closing of the transactions contemplated by the Purchase and Sale Agreement occurred on July 30, 1993 (the "Closing Date"). On the Closing Date Honeywell acquired the shares of Company Common Stock and the Warrant reported in Item 5 below for investment purposes. Honeywell intends to review its investment in the Company on a continuing basis and reserves the right to acquire additional shares of Company Common Stock in the open market or in privately negotiated transactions or otherwise, to maintain its holdings at current levels or to sell all or a portion of its holdings in the open market or in privately negotiated transactions or otherwise. Any such actions will depend upon, among other things, the availability of shares of Company Common Stock for purchase at satisfactory price levels; the continuing evaluation of the Company's business, financial condition, operations and prospects; general market, economic and other conditions; the relative attractiveness of alternative business and investment opportunities; the availability of financing; the actions of the management and Board of Directors of the Company; and other future developments. As part of its review, Honeywell may have discussions with third parties, including other shareholders of the Company, or with management of the Company regarding the foregoing or ways Page 4 of 12 Pages of improving the Company's performance and enhancing shareholder value. Except as set forth above, neither Honeywell, nor, to the best of its knowledge, any of its executive officers and directors, has any plans or proposals which would result in or relate to any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the close of business on August 5, 1993, Honeywell owned 400,000 shares of Company Common Stock and by reason of ownership of the Warrant, may be deemed to be the beneficial owner of the 300,000 shares of Company Common Stock it has the right to acquire upon exercise of the Warrant. Such shares, in the aggregate, represent approximately 8.20% of the total number of shares of Company Common Stock issued and outstanding after giving effect to the issuance of such shares, and approximately 6.19% of such total number of shares on a fully diluted basis. Except as set forth in this Item 5(a), neither Honeywell, nor, to the best of its knowledge, any of its executive officers or directors, owns any shares of Company Common Stock. (b) Honeywell has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the shares of Company Common Stock of which it has direct ownership. Honeywell does not presently have the power to vote or to direct the vote or to dispose or to direct the disposition of the shares of Company Common Stock it may be deemed to beneficially own by reason of its ownership of the Warrant. Should Honeywell ever exercise the Warrant, it will have the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the shares of Company Common Stock acquired upon exercise thereof. (c) Within the past 60 days, Honeywell acquired the shares of Company Common Stock and the Warrant referred to in Item 5(a) above pursuant to the Purchase and Sale Agreement. Except as set forth in this Item 5(c), neither Honeywell, nor, to the best of its knowledge, any of its executive officers and directors, has effected any Page 5 of 12 Pages transaction in shares of Company Common Stock during the past 60 days. (d) None. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On May 26, 1993, Honeywell and the Company entered into a Purchase and Sale Agreement which was amended and restated as of July 30, 1993 (the "Purchase and Sale Agreement") providing for the sale of substantially all of the assets of the Keyboard Division of Honeywell. The closing of the transactions contemplated by the Purchase and Sale Agreement occurred on the Closing Date. On the Closing Date Honeywell was issued the shares of Company Common Stock and the Warrant referred to in Item 5(a) above and a promissory note (the "Note") of the Company. The Warrant provides, among other things, for the sale by the Company to Honeywell of 300,000 shares of Company Common Stock at an exercise price of $14.00 per share, subject to certain antidilution adjustments. The Note contains certain covenants of the Company typical in such instruments relating to, among other things, limitations on indebtedness and payment of dividends and restrictions on mergers, consolidations or sales of substantially all of the Company's assets. On the Closing Date, Honeywell and the Company also entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Company agreed to provide Honeywell with certain registration rights under the Securities Act of 1933 with respect to the shares of Company Common Stock issued to Honeywell on the Closing Date and the shares of Company Common Stock which may be issued upon exercise of the Warrant, including, up to three registrations upon the request of Honeywell at any time after the first anniversary of the Closing Date. Copies of the Purchase and Sale Agreement, the Warrant, the Note and the Registration Rights Agreement are attached hereto as Exhibits 1, 2, 3 and 4, respectively, and are incorporated herein by reference. Except as set forth or incorporated by reference in this Item 6, neither Honeywell, nor, to the best of its knowledge, any of its executive officers and directors, has any contracts, arrangements, understandings or relationships (legal or otherwise), with any person with respect to any securities of the Company, including, but not limited to, those enumerated in Item 6 of Schedule 13D. Page 6 of 12 Pages Item 7. MATERIAL TO BE FILED AS EXHIBITS. The Exhibit Index appearing on page 8 is incorporated herein by reference. AMENDMENTS TO SCHEDULE 13D Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended to add the following. On June 16, 1995, Honeywell sold 400,000 shares of Company Common Stock for a price of $13.25 per share. The sale was placed through Genesis Merchant Group Securities. By reason of ownership of the Warrant, Honeywell may be deemed to be the beneficial owner of the 300,000 shares of Company Common Stock it has the right to acquire upon exercise of the Warrant. Such shares represent approximately 3.4% of the total number of shares of Company Common Stock issued and outstanding after giving effect to the issuance of such shares. SIGNATURE After reasonable 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. HONEYWELL INC. By /s/ W. E. Bowen ------------------------------------ W. E. Bowen Vice President, Mergers and Acquisitions Date: June 19, 1995 Page 7 of 12 Pages EXHIBIT INDEX Page No. in Sequentially Exhibit No. Description of Exhibit Numbered Copy - ---------- ---------------------- ------------- 1 Purchase and Sale Agreement, 13 dated May 26, 1993, as amended and restated as of July 30, 1993, by and between Honeywell Inc. and Key Tronic Corporation 2 Warrant, dated July 30, 1993 105 3 Promissory Note, dated 137 July 30, 1993 4 Registration Rights Agreement, 164 dated July 30, 1993, by and between Honeywell Inc. and Key Tronic Corporation 5 Joint Press Release issued by Honeywell 187 Inc. and Key Tronic Corporation on May 26, 1993 announcing the transaction 6 Joint Press Release issued by Honeywell 189 Inc. and Key Tronic Corporation on July 30, 1993 announcing the closing of the transaction Page 8 of 12 Pages SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF HONEYWELL INC. The names, business addresses and present principal occupations or employments of the directors and executive officers of Honeywell are set forth below. If no business address is given, the director's or officer's address is Honeywell Inc., Honeywell Plaza, Minneapolis, Minnesota 55408. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Honeywell. All of the persons listed below are citizens of the United States except for R. Donald Fullerton who is a citizen of Canada and Jean-Pierre C. Rosso who is a citizen of France. DIRECTORS (INCLUDING EXECUTIVE OFFICERS WHO ARE DIRECTORS) Name and Present Principal Business Address Occupation or Employment ---------------- ------------------------ ALBERT J. BACIOCCO, JR. President, the Baciocco The Baciocco Group, Inc. Group, Inc., a consulting 7517 Walnut Hill Lane firm Falls Church, VA 22042 ELIZABETH E. BAILEY John C. Hower Professor of The Wharton School Public Policy and The Univ. of Pennsylvania Management, The Wharton Department of Public School, The University of Policy and Management Pennsylvania Steinberg Hall-Dietrich Hall Suite 3100 Philadelphia, PA 19104-6372 MICHAEL R. BONSIGNORE Chairman of the Board and Chief Executive Officer, Honeywell Inc. Page 9 of 12 Pages Name and Present Principal Business Address Occupation or Employment ---------------- ------------------------ EARNEST HUBERT CLARK, JR. Chairman of the Board and The Friendship Group Chief Executive Officer, Koll Center Newport The Friendship Group, West Tower, Suite 3000 an investment partnership 5000 Birch Street Newport Beach, CA 92660-2140 WILLIAM H. DONALDSON Chairman of the Board and The New York Stock Exchange, Inc. Chief Executive Officer, 11 Wall Street, 6th Floor The New York Stock Exchange, New York, NY 10005 Inc. R. DONALD FULLERTON Chairman, Executive Canadian Imperial Bank of Commerce Committee, CIBC, a financial Commerce Court West, Suite 3620 services institution Toronto, Ontario Canada M5L 1A2 GERALD GREENWALD Chairman, Tatra Truck Company, c/o Debevoise and Plimpton Koprivnice, Czech Republic 875 Third Avenue, 20th Floor New York, NY 10022 JAMES J. HOWARD III Chairman and Chief Executive Northern States Power Company Officer, Northern States 414 Nicollet Mall, 5th Floor Power Company, a Minneapolis- Minneapolis, MN 55401-1993 based energy company GERI M. JOSEPH Senior Fellow, International Hubert H. Humphrey Institute Programs, Hubert H. Humphrey of Public Affairs Institute of Public Affairs Hubert H. Humphrey Center Room 163 301 - 19th Avenue South University of Minnesota Minneapolis, MN 55455 Page 10 of 12 Pages Name and Present Principal Business Address Occupation or Employment ---------------- ------------------------ BRUCE E. KARATZ President and Chief Kaufman and Broad Home Executive Officer, Kaufman Corporation and Broad Home Corporation, 10877 Wilshire Boulevard an international residential 12th Floor and commercial builder based Los Angeles, CA 90024 in Los Angeles D. LARRY MOORE President and Chief Operating Officer, Honeywell Inc. A. BARRY RAND Executive Vice President, Xerox Corporation Xerox Corporation, a 800 Long Ridge Road document processing and P.O. Box 1600 financial services company Stamford, CT 06904-1600 JAMES J. RENIER Chairman, Executive Committee, Honeywell Inc. STEVEN G. ROTHMEIER President, Great Northern Great Northern Capital Capital, an investment and Interchange North, Suite 450 merchant banking firm 300 South Highway 169 Minneapolis, MN 55426 MICHAEL W. WRIGHT Chairman of the Board, SUPERVALU INC. President and Chief 11840 Valley View Road Executive Officer, SUPERVALU P.O. Box 990 INC., a food wholesaler and Minneapolis, MN 55440 retail support company Page 11 of 12 Pages EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Present Principal Name Occupation or Employment ---- ------------------------ John R. Dewane Business President Edward D. Grayson Vice President and General Counsel James J. Grierson Vice President, Business Development William J. Hjerpe Vice President and Controller Edward T. Hurd Business President Mannie L. Jackson Senior Vice President, Marketing and Administration Jean-Pierre C. Rosso Business President William L. Trubeck Senior Vice President and Chief Financial Officer Sigurd Ueland, Jr. Vice President and Secretary Carl L. Vignali Senior Vice President, Operations Page 12 of 12 Pages -----END PRIVACY-ENHANCED MESSAGE-----