Pitway Corp

[John Swindler]

>From: Harold Geissenheimer <transitmgr at worldnet.att.net>
>Reply-To: pittsburgh-railways at dementia.org
>To: pittsburgh-railways at dementia.org, shadow at dementia.org
>Subject: Pitway Corp
>Date: Tue, 04 Jan 2000 20:13:32 -0500
>
>
>To those concerned
>
>It is my understanding that the PITWAY CORP, the remains of
>Pittsburgh Railways may be sold to a larger group.  If any one
>has access to a broker, please check on this.
>
>Harold Geissenheimer
>



In reply, the following press release is provided.

John Swindler



Honeywell To Acquire Pittway Corporation For $45.50 Per Share, Creating 
Premier $5-Billion Global Home And Building Control Business

December 20, 1999 03:01 AM
MORRIS TOWNSHIP, N.J. & CHICAGO--(BUSINESS WIRE)--Dec. 20, 1999--

Transaction To Dramatically Expand Honeywell's Portfolio Of Offerings In The 
Growing Fire And Security System Industries

Combination To Enable Home & Building Control Business To Meet Rising Demand 
For Integrated Solutions Combining Fire, Security And HVAC Controls

Honeywell [NYSE: HON] and Pittway Corporation [NYSE: PRY and PRY.A] said 
today that they have entered into a definitive merger agreement under which 
Honeywell will acquire Pittway for $45.50 per share in cash. The acquisition 
is expected to close in the first quarter of 2000.

Pittway, headquartered in Chicago, Illinois, is one of the world's leading 
manufacturers and distributors of security and fire systems and other 
low-voltage products for homes and buildings. Its systems and products are 
marketed globally under the Ademco, Notifier, System Sensor, ADI, Northern 
Computers and other popular brand names. Since 1993, Pittway's revenues have 
grown at a compounded annual growth rate of 23% and were $1.3 billion in 
1998. The company expects 1999 sales to be approximately $1.6 billion.

"Pittway will strengthen and be a major growth catalyst for our Home & 
Building Control business, making the combined entity a premier $5-billion 
global player in fire protection, security and HVAC controls and systems 
integration," said Lawrence A. Bossidy, Honeywell's Chairman.

Extends Residential And Commercial Capabilities

Michael R. Bonsignore, Honeywell's Chief Executive Officer, said, "In one 
bold and swift move, we are accelerating the transformation of our Home & 
Building Control business. Pittway adds a dynamic, high-growth engine that 
will significantly contribute to Honeywell's future revenue and earnings 
performance. It will dramatically extend our global capabilities in sensors, 
systems integration and HVAC controls to the rapidly growing $10-billion 
fire and security industries, which combined are expanding at least 7% to 8% 
annually."

"By growing in these two industries, we will be able to delight our 
customers with a broader array of quality products, systems and services as 
we transform our business to focus on value-added solutions and broader 
partnerships with our installing and end-user customers," Bonsignore added. 
"It also will enable us to apply our systems integration expertise to 
satisfy the increasing demand for offerings that combine fire, security and 
HVAC controls into one integrated solutions package."

King Harris, Pittway President and CEO, said, "We believe this merger brings 
together two world-class companies committed to excellence in quality, 
product performance, manufacturing and customer service. We are impressed 
with the `new' Honeywell that Mike Bonsignore is in the process of creating. 
We are proud of the growth oriented, entrepreneurial culture we have 
developed over the last 37 years and are convinced that it will accelerate 
the transformation of the Home & Building Control business within the new 
Honeywell.

"Together, we will be able to accelerate our efforts to attack the huge 
potential for advanced technology products focused on integrated control 
systems for businesses and residences," Harris continued. "Honeywell's 
extensive, first-rate line of HVAC products and systems will fill a large 
gap in our product offerings and its expertise in solution selling will be 
invaluable to all our systems companies. And as we expand our international 
business, Honeywell's global distribution capabilities will be a tremendous 
resource for us."

Supports Home Vision Strategy

"Besides fitting seamlessly with Honeywell's commercial HVAC and Security 
solutions businesses, Pittway also complements Honeywell's Home Vision 
strategy," said Kevin Gilligan, President of Honeywell's Home & Building 
Control business.

"Home Vision is focused on responding to homeowners' growing interest in 
better and more secure living in today's complicated times," Gilligan 
explained. "From comfort, health, security and fire protection needs -- to 
the demand for networking with the Internet and other home products -- our 
Home Vision will bring consumers a host of innovative solutions. We're 
excited about the potential for Pittway's advanced product portfolio and 
distribution channels given Honeywell's strengthening focus on partnerships 
with existing installer/integrators."

As part of the Home Vision strategy, the company recently introduced the 
Honeywell Home Controller -- the first of a series of revolutionary 
Internet-based communicating products designed to integrate the control of a 
variety of home devices, including televisions, VCRs, lights, security 
systems, fire detection and thermostats, among many others.

In conjunction with the Home Controller launch, Honeywell also debuted its 
Your Home Expert(TM) website . The website serves as a state-of-the-art, 
continuously updated and interactive Internet tool that customers can use to 
quickly and easily access expert information on achieving greater comfort, 
safety and health in their home.

Under the merger agreement, Honeywell is expected to commence, by Thursday, 
December 23, 1999, a tender offer to acquire all of the approximately 43 
million outstanding shares of Pittway's Common and Class A stock. The value 
of the transaction will total approximately $2.2 billion, which includes the 
assumption of approximately $167 million of Pittway net debt. The 
transaction is expected to be neutral to Honeywell's earnings in 2000.

Honeywell said that members of the Harris family, beneficially owning 
4,165,978 shares of Common stock and 6,413,321 shares of Class A stock 
(representing 52.9% and 18.4%, respectively, of the outstanding shares of 
Pittway Common stock and Class A stock), have agreed to tender and not 
withdraw substantially all of the shares in their control pursuant to the 
offer so long as the merger agreement has not been terminated in accordance 
with its terms.

In addition, the members of the Harris family have granted to Honeywell an 
option to purchase substantially all of the shares in their control at the 
offer price provided that the merger agreement has not been terminated by 
Pittway in accordance with its terms prior to the initial expiration date of 
February 3, 2000, and certain other conditions are satisfied.

The Board of Directors of Pittway has approved Honeywell's offer and has 
decided to recommend that Pittway shareowners tender their shares pursuant 
to the offer. Consistent with its fiduciary obligations and subject to the 
terms of the merger agreement, Pittway's Board of Directors has preserved 
its ability to respond to third parties where appropriate.

The acquisition is subject to regulatory approval, including clearance under 
the Hart-Scott-Rodino Antitrust Improvements Act, and the acquisition by 
Honeywell of shares of Pittway representing two-thirds of Pittway's 
outstanding shares and two-thirds of the outstanding votes, as well as other 
customary conditions.

This news release does not constitute an offer to purchase any securities, 
nor solicitation of a proxy, consent or authorization for or with respect to 
a meeting of the shareowners of Honeywell or Pittway or any action in lieu 
of a meeting. Any solicitations will be made only pursuant to separate 
materials in compliance with the requirements of applicable federal and 
state securities laws.

The Bank of New York will act as depository for the tender offer and 
Georgeson Shareholder Communications Inc. will act as information agent. 
William Blair & Company L.L.C. acted as financial advisor to Pittway. Lehman 
Brothers Inc. is advising Honeywell on the transaction and will act as 
Dealer/Manager for the tender offer.

Pittway employs approximately 7,600 people and has eight manufacturing 
facilities and 120 distribution outlets.

Honeywell Home and Building Control, a US$3.4-billion unit of Honeywell, 
provides products and services to create efficient, safe, comfortable 
environments. The business unit offers controls for heating, ventilation, 
humidification and air-conditioning equipment; security and fire alarm 
systems; home automation systems; energy-efficient lighting controls; and 
building management systems and services.

Honeywell is a US$24-billion diversified technology and manufacturing 
leader, serving customers worldwide with aerospace products and services; 
control technologies for buildings, homes and industry; automotive products; 
power generation systems; specialty chemicals; fibers; plastics; and 
electronic and advanced materials. The company employs approximately 120,000 
people in 95 countries. Honeywell is traded on the New York Stock Exchange 
under the symbol HON, as well as on the London, Chicago and Pacific stock 
exchanges. It is one of the 30 stocks that make up the Dow Jones Industrial 
Average and is also a component of the Standard & Poor's 500 Index. 
Additional information on the company is available on the Internet at 
www.honeywell.com

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