The merger became effective on December 1, 1999. Porter was a Senior Vice President Information and Businesses Services. Kreindler was a Senior Vice President and General Counsel and James T. Wallman was its Senior Vice President and Chief Financial Officer, Peter M. Johnson was its Executive Vice President and COO Aerospace Businesses Richard F. Redlinger was its Senior Vice President Human Resources Robert D. Bonsignore was Honeywell's CEO and Chairman of its Board Giannantonio Ferrari was its President and COO Donald J. The top executives of the merged company are the Individual Officers: Michael *417 R. The combined entities would be known as Honeywell and would have four strategic business units: Aerospace Solutions, Automation & Controls, Performance Materials, and Power and Transportation Products. The combined companies would sell aerospace products and services, control technologies for buildings, homes and industry, specialty chemicals, fibers and plastics, and electronic and advanced materials. In early 1999 Honeywell and Allied announced that they would merge, creating a huge 12,000 employee, $20 billion per year world wide conglomerate. A summary of the allegations of the complaint follows: There are pled a number of subsidiary individual misrepresentations and omissions alleged to be components of the overarching misrepresentation and omission. There is pled one overarching misrepresentation and omission, namely the financial success or failure of the Honeywell-Allied Signal, Inc. The issues are whether plaintiffs plead actionable misrepresentations with sufficient particularity and whether plaintiffs adequately plead scienter on the part of Honeywell and each Individual Officer. The Complaint certainly is not short, but if it is a puzzle, it is meant for a child and can be assembled readily. 8 it is "puzzle pleading" that fails to meet the requirements of Rule 9(b) and the Private Securities Litigation Reform Act (the "Reform Act"). Plaintiffs' motion will be denied as moot.ĭefendants challenge the Complaint, claiming that rather than being a "short and plain statement of the claim" in conformity with Fed.R.Civ.P. The defendants Honeywell and seven of its senior officers (the "Individual Officers"), have moved to dismiss the consolidated complaint (the "Complaint") and plaintiffs have moved to strike exhibits submitted in support of defendants' motion to dismiss the complaint and all references thereto.ĭefendants' motion will be granted in part and denied in part. ("Honeywell") between Decemand J(the "Class Period"), asserting claims under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "1934 Act") and Rule 10b-5. This is a securities class action on behalf of all purchasers of the stock of Honeywell International Inc. Bonsignore, Giannantonio Ferrari, Donald J. Lerner, Skadden Arps, Slates, Meagher & Flom LLP, New York City, Michael R. Riemer, Sarah Slover, Kirkland & Ellis, New York City, for Honeywell International, Inc. Francis, Jr., Drinker, Biddle & Shanley, LLP, Florham Park, NJ, Yosef J. Bernay, Milberg, Weiss, Bershad, Hynes & Lerach, LLP, San Diego, CA, for plaintiffs. Pearlman, Cohn, Lifland, Pearlman, Herrman & Knopf LLP, Saddle Brook, NJ, liason counsel.
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