-----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, VHV+cb05Wj/1Ia5tnuqptJkCVNbKI/JSJUVBT7oJXtG/w4MtxwzQj4znF3GPUHUs KSC48XASS8JngEgtfriICg== 0000895345-02-000598.txt : 20021127 0000895345-02-000598.hdr.sgml : 20021127 20021127131552 ACCESSION NUMBER: 0000895345-02-000598 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HONEYWELL INTERNATIONAL INC CENTRAL INDEX KEY: 0000773840 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 222640650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 101 COLUMBIA RD STREET 2: PO BOX 4000 CITY: MORRISTOWN STATE: NJ ZIP: 07962 BUSINESS PHONE: 9734552000 MAIL ADDRESS: STREET 1: 101 COLUMBIA RD P O BOX 4000 STREET 2: 101 COLUMBIA RD P O BOX 4000 CITY: MORRISTOWN STATE: NJ ZIP: 07962 FORMER COMPANY: FORMER CONFORMED NAME: ALLIEDSIGNAL INC DATE OF NAME CHANGE: 19940929 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ULTRAK INC CENTRAL INDEX KEY: 0000318259 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 752626358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32267 FILM NUMBER: 02842883 BUSINESS ADDRESS: STREET 1: 1301 WATERS RIDGE DRIVE CITY: LEWISVILLE STATE: TX ZIP: 75057 BUSINESS PHONE: 9722809675 MAIL ADDRESS: STREET 1: 1301 WATERS RIDGE DRIVE CITY: LEWISVILLE STATE: TX ZIP: 75057 SC 13D/A 1 dr13da_honeywell.txt SCHEDULE 13D (AMENDMENT #2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) Ultrak, Inc. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, $0.01 par value - ------------------------------------------------------------------------------ (Title of Class of Securities) 903898401 - ------------------------------------------------------------------------------ (CUSIP Number) Thomas F. Larkins, Esq. Honeywell International Inc. 101 Columbia Road P.O. Box 4000 Morristown, NJ 07962 (973) 455-2000 With a Copy to: David K. Robbins, Esq. Fried, Frank, Harris, Shriver & Jacobson 350 South Grand Avenue, 32nd Floor Los Angeles, CA 90071 (213) 473-2000 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) November 26, 2002 - ------------------------------------------------------------------------------ (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 schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13(g), check the following box |_|. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent. SCHEDULE 13D CUSIP No. 903898401 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HONEYWELL INTERNATIONAL INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7. SOLE VOTING POWER SHARES -0- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 8,223,063 REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH -0- 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,223,063 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.2% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO INTRODUCTION This statement amends the Schedule 13D filed on August 19, 2002, as amended on November 14, 2002, (the "Amended Schedule 13D") by Honeywell International Inc., a Delaware corporation ("Honeywell"), with respect to the shares of common stock, $0.01 par value ("Company Common Stock"), of Ultrak, Inc., a Delaware corporation (the "Company"). Capitalized terms used and not defined in this Amendment No. 2 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously provided on the Amended Schedule 13D. 1. ITEM 4 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION: ITEM 4. PURPOSE OF TRANSACTION. ---------------------- On November 26, 2002, Honeywell, the Company and the Company Subsidiaries entered into a Letter Agreement (the "Letter Agreement") amending the Asset Purchase Agreement to extend the termination date of the Asset Purchase Agreement to December 31, 2002, from November 30, 2002. The foregoing description of the Letter Agreement is qualified in its entirety by the complete text of the Letter Agreement, which is attached hereto as Exhibit 5 and incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. -------------------------------- Exhibit 5 Letter Agreement, dated as of November 26, 2002, among Honeywell, the Company and the Company Subsidiaries. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. HONEYWELL INTERNATIONAL INC. By: /s/ Thomas F. Larkins ---------------------------------- Name: Thomas F. Larkins Title: Vice President and Corporate Secretary Dated: November 26, 2002 EXHIBIT INDEX Document -------- Exhibit 5 -- Letter Agreement, dated as of November 26, 2002, among Honeywell, the Company and the Company Subsidiaries. EX-99.5 3 drex99_5.txt LETTER AGREEMENT EXHIBIT 5 November 26, 2002 Ultrak, Inc. 1301 Waters Ridge Drive Lewisville, Texas 75057 Attention: General Counsel Ladies and Gentlemen: Reference is made to the Asset Purchase Agreement, dated as of August 8, 2002 (the "Asset Purchase Agreement"), between Ultrak, Inc., a Delaware corporation (together with the entities listed on Schedule A thereto, the "Sellers"), and Honeywell International Inc., a Delaware corporation (the "Purchaser"). All capitalized terms used herein but not defined herein shall have the meaning given them in the Asset Purchase Agreement. By executing this letter agreement below, each of Honeywell and the Sellers hereby agrees that Section 9.4(a)(iv) of the Asset Purchase Agreement is amended to provide that the Purchaser or the Sellers may terminate the Asset Purchase Agreement if the Closing has not taken place on or before December 31, 2002. Except as expressly amended herein, the Asset Purchase Agreement shall continue to be, and shall remain, in full force and effect. This letter agreement may be executed in multiple counterparts which, taken together, shall constitute one and the same agreement. Please indicate your agreement to the matters stated herein by signing and returning this letter. Very truly yours, HONEYWELL INTERNATIONAL INC. By: /s/ Thomas F. Larkins ---------------------------------- Name: Thomas F. Larkins Title: Vice President and Corporate Secretary Consented to and acknowledged: SELLERS: ULTRAK, INC. By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Senior Vice President and Chief Financial Officer ULTRAK OPERATING, L.P. By: Ultrak GP, Inc., its sole General Partner By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Chief Financial Officer ULTRAK GP, INC. By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Chief Financial Officer ULTRAK LP, INC. By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Chief Financial Officer ULTRAK OHIO, INC. By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Chief Financial Officer ULTRAK (ASIA PACIFIC) PTY. LTD. By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Director and Chief Financial Officer ULTRAK DEUTSCHLAND GMBH By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Chief Financial Officer ULTRAK (SA) (PROPRIETARY) LIMITED By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Director and Chief Financial Officer ULTRAK ITALIA, SpA By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Chief Financial Officer ULTRAK (ASIA) PTE. LTD. By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Chief Financial Officer ULTRAK POLSKA, Sp.z. O.O By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Director and Chief Financial Officer ULTRAK HOLDINGS LIMITED By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Chief Financial Officer ULTRAK (UK) LIMITED By: /s/ Chris Sharng ---------------------------------- Name: Chris Sharng Title: Director and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----