UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
Silent Witness Enterprises Ltd.
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
826906307
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(CUSIP Number)
Thomas F. Larkins, Esq.
Honeywell International Inc.
101 Columbia Road
Morristown, NJ 07962
(973) 455-2000
With a Copy to:
David K. Robbins, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
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)
February 17, 2004
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(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
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CUSIP No. 903898401
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
HONEYWELL INTERNATIONAL INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC (1)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF
7,468,641 (2)
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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9 SOLE DISPOSITIVE POWER
EACH
7,468,641 (2)
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,468,641 (2)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100 %
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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(1) See Item 3 hereof.
(2) See Items 4 and 5 hereof.
INTRODUCTION
This statement amends the Schedule 13D, filed on October 20,
2003, Amendment No. 1 to Schedule 13D, filed on December 5, 2003
("Amendment No. 1") and Amendment No. 2 to Schedule 13D, filed on December
19, 2003 ("Amendment No. 2") (together, the "Amended Schedule 13D") by
Honeywell International Inc., a Delaware corporation ("Honeywell"), with
respect to the common shares ("Company Common Shares") of Silent Witness
Enterprises Ltd., a company incorporated under the laws of British
Columbia, Canada (the "Company"). Capitalized terms used and not defined in
this Amendment No. 3 shall have the meanings set forth in the Amended
Schedule 13D. Except as specifically provided herein, this Amendment No. 3
does not modify any of the information previously provided in the Amended
Schedule 13D.
1. ITEM 3 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD
THE FOLLOWING INFORMATION:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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On February 17, 2004, Offeror completed the acquisition of the
remaining Company Common Shares not deposited pursuant to the Offer,
through the compulsory acquisition provisions of Section 255 of the British
Columbia Company Act (the "Compulsory Acquisition"). In connection with the
Compulsory Acquisition, shareholders of the Company who did not deposit
their Company Common Shares in the Offer will receive Cdn. $11.27 per
Company Common Share, the same price offered by the Offeror in the Offer.
The aggregate purchase price for the Company Common Shares acquired
pursuant to the Compulsory Acquisition is $5,146,298. The Offeror will
finance the purchase of the Company Common Shares in the Compulsory
Acquisition through internal funding provided by Honeywell or its
affiliates.
2. ITEM 4 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE
FOLLOWING INFORMATION:
ITEM 4. PURPOSE OF TRANSACTION.
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The purpose of the Compulsory Acquisition was for Offeror to acquire
the 456,637 Company Common Shares that remained outstanding following the
Offer at a price of Cdn. $11.27 per Company Common Share, the same price
offered by Offeror in the Offer. The Compulsory Acquisition was initiated
pursuant to the compulsory acquisition provisions of Section 255 of the
British Columbia Company Act.
The Compulsory Acquisition was completed on February 17, 2004. As a
result, Honeywell acquired an additional 456,637 Company Common Shares, and
now owns 100% of the outstanding Company Common Shares. Upon the completion
of the Compulsory Acquisition, the Company became a wholly-owned subsidiary
of Honeywell and all of the members of the board of directors of the
Company became nominees of Honeywell.
Except as indicated in this Amendment No. 3 and the Amended Schedule
13D, Honeywell currently has no specific plans or proposals that relate to
or would result in any of the matters described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
3. ITEM 5 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE
FOLLOWING INFORMATION:
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
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(a)-(c) As a result of acquiring the Company Common Shares pursuant to
the Compulsory Acquisition, Honeywell may be deemed, for purposes of Rule
13d-3 under the Exchange Act, to possess the direct or indirect power to
vote, direct the voting of, dispose of, or direct the disposal of, an
aggregate of 7,468,641 Company Common Shares, collectively representing
100% of the issued and outstanding Company Common Shares.
Except as set forth herein and in the Amended Schedule 13D, no
transactions involving Company Common Shares have been effected during the
past 60 days by Honeywell or any of its respective directors or executive
officers.
(d) None.
(e) Not applicable.
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 INTERNATIONAL INC.
By: /s/ Thomas F. Larkins
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Name: Thomas F. Larkins
Title: Vice President and
Corporate Secretary
Dated: February 19, 2004