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REGISTRATION NO.
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------
ALLIEDSIGNAL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
22-2640650
(I.R.S. EMPLOYER IDENTIFICATION NO.)
P.O. BOX 4000
MORRISTOWN, NEW JERSEY 07962-2497
(201) 455-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ANDREW B. SAMET, ESQ.
VICE PRESIDENT, SECRETARY AND ASSOCIATE GENERAL COUNSEL
ALLIEDSIGNAL INC.
101 COLUMBIA ROAD
MORRIS TOWNSHIP, NEW JERSEY 07962-2497
(201) 455-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: ON OR
AFTER SEPTEMBER 12, 1994.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. [x]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share.......... 2,000,000 shares $37.1875* $74,375,000* $ 25,646.74
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low prices of the
Common Stock reported as New York Stock Exchange Composite Transactions for
September 8, 1994.
Pursuant to Rule 429, the Prospectus contained herein also relates to
Common Stock registered under Form S-3 Registration Statement No. 33-00631.
________________________________________________________________________________
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[LOGO]
ALLIEDSIGNAL INC.
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
------------------------
The AlliedSignal Inc. Dividend Reinvestment and Share Purchase Plan (the
'Plan') provides holders of the Common Stock (the 'Common Stock') of
AlliedSignal Inc. (the 'Company') with a simple and convenient method of
investing cash dividends and optional cash payments in additional shares of
Common Stock without payment of any brokerage commission or service charge. Any
holder of record of the Common Stock is eligible to participate in the Plan.
A participant in the Plan may purchase additional shares by:
-- reinvesting dividends on all shares of Common Stock held by the
participant; or
-- reinvesting dividends on part of the shares of Common Stock held
by the participant (while continuing to receive cash dividends on
the other shares); or
-- making optional cash payments of not less than $25 each up to a
maximum of $120,000 per calendar year, whether or not the
participant's dividends are being reinvested.
Cash dividends on all shares held for the participant's account under the
Plan will automatically be reinvested, regardless of which investment option is
selected.
Shares purchased under the Plan will be purchased from the Company or, in
the limited circumstances described in the Plan, on the open market. The
purchase price of shares purchased from the Company will be the average of the
high and low sales prices of the Common Stock reported as New York Stock
Exchange Composite Transactions for the relevant Investment Date, which is the
dividend payment date for months in which dividends are paid and the first
business day of the month for all other months. The purchase price of shares
purchased on the open market will be the average, or weighted average if shares
are purchased on more than one day, of the daily high and low sales prices of
the Common Stock reported as New York Stock Exchange Composite Transactions for
the date or dates of purchase. The closing price of the Common Stock on
September 8, 1994, was $37.25 per share.
This Prospectus relates to 5,000,000 shares of the Common Stock registered
for sale under the Plan, approximately 2,800,000 of which have been issued prior
to the date hereof. Shares sold under the Plan may be authorized but unissued
shares or shares held in the Company's treasury, or shares acquired on the open
market. It is suggested that this Prospectus be retained for future reference.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 12, 1994
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER. THE DELIVERY OF THIS PROSPECTUS AT
ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the 'Exchange Act') and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the 'Commission'). Such reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 and at the Commission's Regional Offices at 7
World Trade Center, Suite 1300, New York, New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be
obtained from the Public Reference Branch of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. Such material filed by the
Company can also be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005; the Chicago Stock Exchange, One
Financial Place, 440 South LaSalle Street, Chicago, Illinois 60605; and the
Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104, on
which Exchanges the Common Stock is listed.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1993;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31 and June 30, 1994;
(3) the Company's Current Reports on Form 8-K dated February 7 and
March 30, 1994;
(4) the Company's Proxy Statement dated March 10, 1994; and
(5) the description of the Common Stock set forth in Note 16 of Notes
to Financial Statements included in Exhibit 13 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1993.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made hereby shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained in this Prospectus or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
2
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A copy of any or all of the documents incorporated by reference (other than
exhibits thereto) will be furnished without charge to each person to whom this
Prospectus is delivered, upon such person's written or oral request to
AlliedSignal Inc., Shareholder Relations Department, P.O. Box 50000, Morristown,
New Jersey 07962-2499, telephone number 800-255-4332.
THE COMPANY
The Company is an advanced manufacturing company with operations conducted
worldwide under three business segments: aerospace, automotive and engineered
materials. The Company's products are used by many major industries, including
textiles, construction, plastics, electronics, motor vehicles, chemicals,
housing, telecommunications, utilities, packaging, military and commercial
aviation and aerospace, and in the space program, and agriculture. The Company's
principal executive offices are located at 101 Columbia Road, Morris Township,
New Jersey 07962-2497, telephone number 201-455-2000.
THE PLAN
The text of the Plan consists of the following question and answer
statement:
PURPOSE
1. What is the purpose of the Plan?
The purpose of the AlliedSignal Inc. Dividend Reinvestment and Share
Purchase Plan (the 'Plan') is to provide holders of record of shares of the
Common Stock of AlliedSignal Inc. (the 'Company') with a simple and convenient
method of investing cash dividends and optional cash payments in additional
shares of Common Stock without payment of any brokerage commission or service
charge.
ADVANTAGES
2. What are the advantages of the Plan?
A participant in the Plan may (a) have cash dividends on all of the
participant's shares automatically reinvested in Common Stock or (b) have cash
dividends on part of the participant's shares automatically reinvested or (c)
whether or not a participant has elected to have any such dividends
automatically reinvested, invest in additional shares by making optional cash
payments of not less than $25 each up to a maximum of $120,000 per calendar
year. No commission or service charge is paid by a participant in connection
with purchases under the Plan. Full investment of funds is possible under the
Plan because fractions of shares, as well as whole shares, will be credited to a
participant's account. Further, dividends in respect of such fractions, as well
as whole shares, will be reinvested in additional shares of Common Stock and
such shares will be credited to a participant's account. A participant can avoid
the need for safekeeping of certificates for shares credited to the
participant's account under the Plan. Statements of account sent to Plan
participants will provide simplified recordkeeping.
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ADMINISTRATION
3. Who administers the Plan for participants?
The Bank of New York (the 'Bank') has been designated by the Company as its
agent to administer the Plan for participants, maintain records, send statements
of account to participants and perform other duties relating to the Plan. The
Bank will hold for safekeeping the shares purchased for, or deposited for
safekeeping by, each participant until termination of participation in the Plan
or receipt of a written request from a participant for the issuance of a
certificate for all or part of such shares. Shares held by the Bank under the
Plan will be registered in its name or the name of one of its nominees and will
be credited to the account of each participant. In the event that the Bank
should resign or otherwise cease to act as agent, the Company will make such
other arrangements as it deems appropriate for the administration of the Plan.
The Bank may be contacted by mail at the following address: The Bank of New
York, Dividend Reinvestment Department, P.O. Box 1958, Newark, New Jersey
07101-9774. Telephone inquiries may be made to the Bank at 800-524-4458. Please
mention AlliedSignal Inc. in all correspondence. The Bank also serves as
dividend disbursing agent and as transfer agent and registrar for the Common
Stock.
PARTICIPATION
4. Who is eligible to participate?
All holders of record of shares of the Common Stock are eligible to
participate in the Plan. For any shareowner whose shares are registered in the
name of someone else (e.g., in the name of a broker or bank nominee) to
participate, the shareowner must either become a shareowner of record by having
some or all of such shares transferred into the shareowner's own name, or make
appropriate arrangements with the registered holder.
5. Is partial participation possible under the Plan?
Yes. A shareowner of record who desires the dividends on only some of the
shareowner's shares to be reinvested under the Plan may indicate such number of
shares on the Authorization Form under 'Partial Dividend Reinvestment'.
Dividends on the remaining shares will not be reinvested and will be mailed
directly to the participant.
6. How does an eligible shareowner participate?
A holder of record of the Common Stock may join the Plan by signing the
Authorization Form and returning it to the Bank at the address set forth in
Question 3. A postage-paid envelope will be provided with the Authorization Form
for this purpose. An Authorization Form may be obtained at any time by calling
the Bank at 800-524-4458 or the Company's Shareholder Relations Department at
800-255-4332.
7. When may an eligible shareowner join the Plan?
An eligible shareowner may join the Plan at any time.
If the Authorization Form is received by the Bank prior to the record date
for a dividend payment, reinvestment of dividends will begin with that dividend
payment date. If the Authorization Form is
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received on or after a record date, reinvestment of dividends will begin with
the dividend payment date following the next record date. (Common Stock dividend
payment dates ordinarily are the tenth day of March, June, September and
December, or the preceding business day if such tenth day is a Saturday or
Sunday; corresponding record dates ordinarily precede payment dates by
approximately three weeks.)
Optional cash payments will be invested beginning with the first business
day of the month following receipt by the Bank of the Authorization Form, unless
such month is a month in which Common Stock dividends are paid, in which case
optional cash payments will be invested on the dividend payment date.
As used in the Plan, the term 'Investment Date' means (a) the dividend
payment date for those months in which there is a dividend payment date and (b)
the first business day of a month in which there is no dividend payment date.
8. What does the Authorization Form provide?
The Authorization Form provides for the purchase of additional shares of
Common Stock through the following investment options:
A. 'FULL DIVIDEND REINVESTMENT', which directs the Company to pay to
the Bank for reinvestment in accordance with the Plan all of the
participant's cash dividends on all shares of Common Stock then or
subsequently registered in the participant's name, and which permits the
participant to make optional cash payments for the purchase of additional
shares in accordance with the Plan;
B. 'PARTIAL DIVIDEND REINVESTMENT', which directs the Company to pay
to the Bank for reinvestment in accordance with the Plan all of the
participant's cash dividends on that number of shares of Common Stock
registered in the participant's name and designated in the appropriate
space on the Authorization Form, and which permits the participant to make
optional cash payments for the purchase of additional shares in accordance
with the Plan;
C. 'OPTIONAL CASH PURCHASES', which permits the participant to make
optional cash payments for the purchase of additional shares in accordance
with the Plan.
A participant may select one of the dividend reinvestment options or the
optional cash purchases option. Regardless of the option selected, cash
dividends on all shares credited to a participant's account under the Plan will
be reinvested in accordance with the Plan. A participant's election may be
changed by written notice to the Bank at the address set forth in Question 3.
The Authorization Form also appoints the Bank agent for each participant
and directs the Bank to apply cash dividends and any optional cash payments a
participant might make to the purchase of additional shares in accordance with
the terms of the Plan.
PURCHASES
9. What will be the price of shares purchased under the Plan?
In the case of shares of Common Stock purchased from the Company with
reinvested dividends or optional cash payments on any Investment Date, the
purchase price will be the average of the high and low sales prices of the
Common Stock reported as New York Stock Exchange Composite Transactions for the
Investment Date (or the trading day immediately preceding the Investment Date,
if the New York
5
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Stock Exchange is closed on the Investment Date). If there is no trading in the
Common Stock on the New York Stock Exchange for a substantial amount of time
during any Investment Date, the purchase price shall be determined by the
Company on the basis of such market quotations as it shall deem appropriate. In
the event of open market purchases of Common Stock, the purchase price will be a
weighted average price as described in Question 31. Such purchase prices are
hereinafter referred to collectively as the 'Purchase Prices' and individually
as the 'Purchase Price'.
10. How many shares will be purchased for participants?
The number of shares to be purchased depends on the amount of a
participant's dividend and any optional cash payments and the Purchase Price of
the shares. Each participant's account will be credited with that number of
shares, including fractions computed to four decimal places, equal to each
participant's total amount to be invested divided by the Purchase Price.
OPTIONAL CASH PURCHASES
11. How does the cash purchase option work?
Optional cash payments received by the Bank from a participant prior to an
Investment Date (see Questions 13 and 14) will be applied by the Bank to the
purchase of additional shares on the Investment Date (or as soon thereafter as
possible if open market purchases are made under the circumstances described in
Question 31). Cash dividends payable on all shares credited to the account of a
participant under the Plan, whether such shares were purchased with reinvested
dividends or optional cash payments, will be automatically reinvested in
additional shares.
12. How are optional cash payments made?
An optional cash payment may be made by a participant when enrolling in the
Plan by enclosing a check or money order payable to 'The Bank of New York' with
the Authorization Form returned to the Bank. Once enrolled in the Plan,
participants may make optional cash payments by sending the Bank a check or
money order payable to 'The Bank of New York' along with the tear-off section
attached to a recent statement of account provided to participants by the Bank.
The same amount of money need not be sent each month and there is no obligation
to make an optional cash payment each month.
Each optional cash payment made by a participant must be at least $25, and
such payments cannot, in any calendar year, exceed a total of $120,000 for any
participant. All cash purchases will be reflected on a statement of account sent
to participants following such purchases.
No third-party checks will be accepted by the Bank. Optional cash payments
received from foreign shareowners must be in United States dollars and will be
invested in the same manner as payments from other participants.
13. When will optional cash payments received by the Bank be invested?
Optional cash payments will be invested on the Investment Date in the case
of shares purchased from the Company and as soon as possible (but not more than
30 days) thereafter in the case of open market purchases under the circumstances
described in Question 31. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON
OPTIONAL CASH PAYMENTS. Participants are therefore strongly urged to transmit
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their optional cash payments so as to be received by the Bank as close as
possible but prior to the Investment Date.
14. Under what circumstances will optional cash payments be returned?
Optional cash payments received by the Bank will be returned to the
participant upon written request received by the Bank at least two business days
prior to an Investment Date. The Bank may, however, delay issuance of any refund
check for at least five business days after receipt of the request to allow for
clearance of the original payment. Any optional cash payments in excess of the
$120,000 per calendar year limit will be returned, as will third-party checks
and checks not in United States dollars.
COSTS
15. Are there any out-of-pocket costs to participants in connection with
participation in the Plan?
All costs of administration of the Plan are paid by the Company. No service
charges or brokerage commissions are charged to participants in connection with
the purchase of shares under the Plan. Certain expenses may be incurred by the
participant if the participant requests the re-registration of shares upon the
issuance of a certificate or if the participant requests that shares be sold
upon their withdrawal from the Plan (see Questions 20, 21 and 22). In addition,
starting January 1, 1995, service charges imposed by the Bank in connection with
a participant's deposit of certificates for safekeeping (Question 24) and in
connection with termination of participation in the Plan (Question 22) will be
passed on to the participant.
TAXES
16. What are the income tax consequences of participation in the Plan?
UNDER FEDERAL INCOME TAX LAW, IN THE CASE OF SHARES ACQUIRED FROM THE
COMPANY WITH REINVESTED DIVIDENDS, A PARTICIPANT WILL REALIZE, ON THE
DETERMINATION DATE (DEFINED BELOW), A TAXABLE DIVIDEND IN AN AMOUNT EQUAL TO THE
FAIR MARKET VALUE ON THE DETERMINATION DATE OF THE SHARES SO ACQUIRED RATHER
THAN A DIVIDEND IN THE AMOUNT OF THE CASH OTHERWISE PAYABLE TO THE PARTICIPANT.
Such amount will also be the tax basis of the shares. Alternatively, when the
Bank purchases shares on the open market with reinvested dividends, a
participant will realize a taxable dividend in an amount equal to the actual
purchase price of the shares so acquired plus any brokerage commissions paid by
the Company which are attributable to the purchase of the participant's shares.
Such amount will also be the participant's tax basis in such shares.
In the case of shares purchased with optional cash payments, a participant
will not be subject to federal income tax if the shares are purchased from the
Company. If the shares are purchased on the open market, a participant will
realize a taxable dividend in an amount equal to any brokerage commissions paid
by the Company which are attributable to the purchase of the participant's
shares. The tax basis of shares purchased with an optional cash payment and
credited to the participant's account will be the actual purchase price of such
shares plus allocable brokerage commissions.
For purposes of this Question 16, the 'fair market value' of shares
acquired with reinvested dividends will be the average of the high and low sales
prices of the shares reported as New York Stock Exchange Composite Transactions
for the determination date. The 'determination date' will be
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the Investment Date in the case of shares purchased from the Company and the
date shares are allocated to participants' accounts in the case of open market
purchases under the circumstances described in Question 31.
A participant's holding period for shares acquired pursuant to the Plan
will begin on the day following the determination date.
A participant will not realize any taxable income when the participant
receives a certificate for whole shares credited to the participant's account,
either upon the participant's request for certain of those shares or upon
termination of the participant's account.
A participant will realize gain or loss when shares are sold or exchanged,
whether such sale or exchange is pursuant to the participant's request under the
Plan or takes place after withdrawal from the Plan and, in the case of a
fraction of a share, when the participant receives a cash payment for the
fraction. The amount of such gain or loss will be the difference between the
amount which the participant receives for the shares or fraction of a share and
the tax basis thereof.
All participants are urged to consult their own tax advisors to determine
the particular tax consequences, including those under state and local tax laws,
which may result from their participation in the Plan and the subsequent
disposition of shares purchased pursuant to the Plan. The income tax
consequences for participants who do not reside in the United States will vary
from jurisdiction to jurisdiction.
17. What are the requirements for back-up withholding?
Under federal income tax law, a participant in the Plan may be subject to
backup withholding (currently at the rate of 31%) with respect to the amount of
dividends attributable to the participant's shares of Common Stock or from the
proceeds of the sale of a fraction of a share or whole shares under the Plan
unless the participant (a) is an exempt participant (including, among others,
all corporations and certain foreign individuals) or (b) provides the
participant's correct taxpayer identification number to the Bank, certifies as
to no loss of exemption from backup withholding and otherwise complies with
applicable requirements of the backup withholding rules. In order to qualify as
exempt, a foreign individual participant must submit a statement attesting to
that individual's exempt status. Amounts paid as backup withholding do not
constitute an additional tax and would be allowable as a credit against the
participant's federal income tax liability. Any withheld amounts will be
deducted from the amount of dividends to determine the amount of dividends
available for reinvestment.
Forms for certifying a participant's taxpayer identification number and for
establishing the exemption of a foreign individual participant from backup
withholding, as well as additional information concerning the requirements for
certification, may be obtained by writing the Bank at the address set forth in
Question 3. Participants should consult their own tax advisors as to their
qualification for exemption from backup withholding and the procedure for
obtaining such an exemption.
REPORTS TO PARTICIPANTS
18. What kind of reports will be sent to participants in the Plan?
As soon as practicable after each dividend payment date, a quarterly
statement of account will be mailed to each participant by the Bank. In
addition, a monthly statement will be mailed as soon as practicable after the
Investment Date to those participants investing optional cash payments in months
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in which there is no dividend payment date. THE LATEST STATEMENT OF ACCOUNT FOR
ANY YEAR CONTAINS YEAR-TO-DATE INFORMATION AND SHOULD BE RETAINED FOR INCOME TAX
PURPOSES SINCE IT PROVIDES THE PARTICIPANT WITH A RECORD OF THE COST OF THE
PARTICIPANT'S PURCHASES DURING THAT YEAR. In addition, each participant will
receive copies of communications sent to holders of the Common Stock, including
the Company's Annual and Quarterly Reports to Shareowners, Notice of Annual
Meeting and Proxy Statement, and any Internal Revenue Service information for
reporting dividend income (i.e., Form 1099).
DIVIDENDS ON FRACTIONS OF SHARES
19. Will participants be credited with dividends on fractions of shares?
Yes. Dividends with respect to fractions of shares held under the Plan, as
well as whole shares, will be credited to the participant's account and will be
reinvested in additional shares.
CERTIFICATES FOR SHARES
20. Will certificates be issued for shares purchased?
No certificate will be issued for shares credited to a participant's
account unless the participant so requests the Bank in writing as indicated
below or until the account is terminated. The number of shares credited to an
account under the Plan will be shown on the participant's latest statement of
account. This service protects against loss, theft or destruction of stock
certificates.
At any time, a participant may request a certificate for (or the sale of)
all or part of the whole shares credited to the participant's account by
checking the appropriate box on the tear-off section attached to a recent
statement of account provided by the Bank and mailing it to the Bank at the
address set forth in Question 3. The request should contain a reference to
AlliedSignal Inc. If a sale is requested, the Bank will sell the shares at
market within five business days after receipt of the request, and the
participant will receive the proceeds from the sale, less any brokerage
commissions and any transfer tax. Any remaining whole shares and fraction of a
share will continue to be credited to the participant's account. In no event
will a certificate for a fraction of a share be issued to participants.
Shares credited to the account of a participant under the Plan may not be
pledged or assigned and any such purported pledge or assignment shall be void. A
participant who wishes to pledge or assign any of the shares must request that a
certificate for those shares be issued in the participant's name.
An institution that is required by law to maintain physical possession of
certificates may request a special arrangement regarding the issuance of
certificates for whole shares purchased under the Plan. This request should be
mailed to the Bank at the address set forth in Question 3.
21. In whose name will certificates be registered when issued to
participants?
Shareowner accounts under the Plan are maintained in the names in which
certificates of participants were registered at the time they joined the Plan.
Consequently, certificates for whole shares will be similarly registered when
issued. If a participant wants these shares registered in any name other than
that of the holder of record participating in the Plan or wants to transfer
shares to another Plan account, the participant should contact the Bank at the
address or telephone number set forth in Question 3 to request the appropriate
forms. In the event of such re-registration or transfer, a
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participant would be responsible for any possible transfer taxes and for
compliance with any applicable transfer requirements.
TERMINATION OF PARTICIPATION
22. How is participation in the Plan terminated?
To terminate participation in the Plan, a participant (or participants if a
joint registration) must notify the Bank by checking the appropriate box on the
tear-off section attached to a recent statement of account provided by the Bank
and mailing it to the Bank at the address set forth in Question 3. When
participation in the Plan is terminated or upon termination of the Plan by the
Company, a certificate for whole shares credited to the participant's account
under the Plan will be issued and a cash payment will be made for any fraction
of a share. Such cash payment will be based on the closing price of the Common
Stock reported as New York Stock Exchange Composite Transactions for the first
business day of the week next following the day the termination notice is
received by the Bank. Any service charge imposed by the Bank in connection with
termination of participation in the Plan (currently $5.00) will be subtracted
from the cash payment.
Upon termination of participation, a participant may also request that all
or part of the whole shares credited to the participant's account in the Plan be
sold. The sale will be made by the Bank for the participant's account at market
within five business days after the Bank receives the request, except that sales
with respect to requests received on or after the record date for a dividend
will be made at market as promptly as possible following the dividend payment
date. The participant will receive the proceeds from the sale, less any
brokerage commissions, Bank service charge and any transfer tax.
23. When may participation in the Plan be terminated?
A participant may request termination of participation in the Plan at any
time.
If the request to terminate is received by the Bank prior to the record
date for a dividend, the request will be processed on the day following its
receipt.
If the request to terminate is received on or after the record date for a
dividend, any cash dividend paid on the dividend payment date will be reinvested
for the participant's account. Any optional cash payment which had been sent to
the Bank prior to the request to terminate will be invested unless return of the
amount is expressly requested in the termination request and the request is
received at least two business days prior to the Investment Date. The request to
terminate will be processed as promptly as possible following the Investment
Date.
All dividends subsequent to termination of participation will be paid to
the participant in cash unless the participant re-enrolls in the Plan, which may
be done at any time.
SAFEKEEPING
24. Will the Bank accept a participant's underlying certificates for
safekeeping?
Yes. Participants in the Plan who wish to do so may deposit Common Stock
certificates registered in their names with the Bank for safekeeping. This
custodial service relieves a participant of the responsibility for loss, theft
or destruction of the certificates. The shares represented by the deposited
10
<PAGE>
certificates will be transferred into the name of the Bank or its nominee and
the Bank will credit the shares to the participant's Plan account. Dividends
paid on all shares held for safekeeping by the Bank will be reinvested in shares
of Common Stock pursuant to the Plan.
Participants who wish to utilize this service should send their
certificates (which should not be endorsed) to the Bank at the address set forth
in Question 3, along with a written request that the certificates be deposited
by the Bank for safekeeping under the Plan and a check made payable to 'The Bank
of New York' to cover the Bank's service charge for this service (currently
$7.00 for each deposit, regardless of the number of certificates). Because the
participant bears the risk of loss in sending certificates to the Bank, it is
recommended that the certificates be sent by registered mail, return receipt
requested and properly insured.
OTHER INFORMATION
25. What happens when a participant sells or transfers all of the shares
registered in the participant's name?
If a participant disposes of all shares registered in the participant's
name, the Bank will continue to reinvest the dividends on shares credited to the
participant's account under the Plan, subject to the participant's right to
terminate participation in the Plan at any time. If, however, a participant who
disposes of all registered shares has less than one whole share credited to the
participant's account under the Plan, the account will automatically be
terminated and a cash payment will be made for the fraction of a share.
26. If the Company has a rights offering, how will the rights on the Plan
shares be handled?
If a participant is entitled to participate in a rights offering relating
to the Common Stock, the entitlement will be based upon the participant's total
holdings. However, rights certificates will be issued for the number of whole
shares only.
27. What happens if the Company issues a dividend payable in stock or
declares a stock split?
Any dividend payable in Common Stock or split shares distributed by the
Company on shares credited to the account of a participant under the Plan or on
shares registered in the name of the participant will be credited to the
participant's account under the Plan.
28. How will a participant's shares held by the Bank be voted at
shareowners' meetings?
Shares held by the Bank for a participant will be voted as the participant
directs.
A proxy card will be sent to each participant in connection with any annual
or special meeting of shareowners, as in the case of shareowners not
participating in the Plan. This proxy will apply to all whole shares registered
in the participant's own name, if any, as well as to all whole shares credited
to the participant's account under the Plan.
As in the case of non-participating shareowners, if no instructions are
indicated on a properly signed and returned proxy card, all of the participant's
whole shares -- those registered in the participant's name, if any, and those
credited to the participant's account under the Plan -- will be voted in
accordance with the recommendations of the Company's management. If the proxy
card is not
11
<PAGE>
returned or is returned unsigned, the participant's shares may be voted only if
the participant or a duly appointed representative votes in person at the
meeting.
29. What are the responsibilities of the Company and the Bank under the
Plan?
The Company and the Bank will not be liable under the Plan for any act done
in good faith or for any good faith omission to act including, without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon such participant's death or with respect to the
prices at which shares are purchased or sold for the participant's account, the
times when such purchases or sales are made, or with respect to any fluctuation
in market value of the Common Stock.
The participant should recognize that neither the Bank nor the Company can
assure the participant of a profit or protect the participant against a loss on
shares purchased under the Plan.
30. May the Plan be changed or discontinued?
Notwithstanding any other provision of the Plan, the Board of Directors of
the Company or any designee thereof (which designee need not be a director of
the Company) reserves the right to amend, suspend, modify or terminate the Plan
at any time, including the period between a record date and a dividend payment
date. To the extent and in the manner the Board or such designee deems
appropriate, notice of any such amendment, suspension, modification or
termination will be sent to all participants. Upon a termination of the Plan,
any uninvested optional cash payments will be returned, certificates for whole
shares credited to a participant's account under the Plan will be issued, and a
cash payment will be made for any fraction of a share credited to a
participant's account. The cash payment will be based on the closing price of
the Common Stock reported as New York Stock Exchange Composite Transactions for
such date as is set forth in the notice of termination.
31. Under what circumstances will shares be purchased on the open market
and what effect would such purchases have on participants?
Shares of Common Stock purchased from the Company under the Plan may either
be authorized but unissued shares or shares reacquired by the Company and held
in its treasury. If the Bank would be unable to purchase sufficient shares
(whether authorized but unissued shares or treasury shares) from the Company to
satisfy the requirements of the Plan for an Investment Date, the Bank will
purchase the required shares in excess of those purchased from the Company for
that Investment Date on the open market. Open market purchases will be made as
soon as possible after the applicable Investment Date, but not more than 30 days
after such date.
The Purchase Price of shares purchased from the Company will be computed as
set forth in Question 9. The Purchase Price of shares purchased on the open
market will be the average, or weighted average if shares are purchased on more
than one day, of the daily high and low sales prices of the Common Stock
reported as New York Stock Exchange Composite Transactions for the date or dates
of purchase. If shares are purchased on the open market, the Company will pay
any brokerage commissions which would not have been paid by participants if all
of the shares had been purchased from the Company under the Plan.
In the event of open market purchases, shares will not be allocated to
participants' accounts until the date on which the Bank has purchased sufficient
shares from the Company and on the open market for all participants in the Plan.
The Purchase Price to participants will be based on the weighted
12
<PAGE>
average of the Purchase Price of all shares purchased from the Company and the
Purchase Price of all shares purchased on the open market with the funds
available for that Investment Date.
In addition, the income tax consequences to participants will be based on
the fair market value of the Common Stock on the date such shares are allocated
to participants' accounts, rather than on the Investment Date, and participants
will realize taxable dividend income in an amount equal to their allocable share
of brokerage commissions paid by the Company (see Question 16).
USE OF PROCEEDS
The Company intends to add the proceeds it receives from sales of Common
Stock under the Plan to its general funds, to be available for general corporate
purposes. The Company currently has no specific plans for any such proceeds.
EXPERTS
The Company's consolidated financial statements incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, have been so incorporated in reliance on the report of
Price Waterhouse LLP ('Price Waterhouse'), independent accountants, given on the
authority of said firm as experts in auditing and accounting.
With respect to the unaudited consolidated financial information of the
Company for the three-month periods ended March 31, 1994 and 1993, and the
three- and six-month periods ended June 30, 1994 and 1993, incorporated by
reference in this Prospectus, Price Waterhouse reported that they have applied
limited procedures in accordance with professional standards for a review of
such information. However, their separate reports dated April 21 and July 25,
1994, incorporated by reference in this Prospectus, state that they did not
audit and they do not express an opinion on that unaudited consolidated
financial information. Price Waterhouse has not carried out any significant or
additional audit tests beyond those which would have been necessary if their
reports had not been incorporated by reference. Accordingly, the degree of
reliance on their reports on such information should be restricted in light of
the limited nature of the review procedures applied. Price Waterhouse is not
subject to the liability provisions of Section 11 of the Securities Act of 1933
(the 'Securities Act') for their reports on the unaudited consolidated financial
information because each report is not a 'report' or a 'part' of the
registration statement prepared or certified by Price Waterhouse within the
meaning of Sections 7 and 11 of the Securities Act.
LEGAL OPINION
The legality of the Common Stock offered hereby is being passed upon for
the Company by Andrew B. Samet, Vice President, Secretary and Associate General
Counsel of the Company. Mr. Samet owns shares of the Common Stock and has
options to purchase additional shares.
INDEMNIFICATION UNDER THE SECURITIES ACT
Under Article ELEVENTH of the Company's Restated Certificate of
Incorporation, each person who is or was a director or officer of the Company,
and each director or officer of the Company who
13
<PAGE>
serves or served any other enterprise or organization at the request of the
Company, shall be indemnified by the Company to the full extent permitted by the
Delaware General Corporation Law.
Under such law, to the extent that such a person is successful on the
merits or otherwise in defense of a suit or proceeding brought against such
person by reason of the fact that such person is or was a director or officer of
the Company, or serves or served any other enterprise or organization at the
request of the Company, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
such action.
If unsuccessful in defense of a third-party civil suit or a criminal suit,
or if such a suit is settled, such a person shall be indemnified under such law
against both (a) expenses (including attorneys' fees) and (b) judgments, fines
and amounts paid in settlement if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action, had no
reasonable cause to believe such person's conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the
Company, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) actually and
reasonably incurred in the defense or settlement of such suit if such person
acted in good faith and in a manner such person reasonably believed to be in, or
not opposed to, the best interests of the Company except that if such a person
is adjudged to be liable in such suit to the Company, such person cannot be made
whole even for expenses unless the court determines that such person is fairly
and reasonably entitled to indemnity for such expenses.
In addition, the Company maintains directors' and officers' reimbursement
and liability insurance pursuant to standard form policies. The risks covered by
such policies include certain liabilities under the securities laws.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to Article ELEVENTH of the Company's Restated Certificate of
Incorporation, the Delaware General Corporation Law, or otherwise, the Company
has been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee........................ $25,646.74
Printing................................................................... 14,000.00*
Miscellaneous Expenses..................................................... 6,000.00*
----------
Total............................................................ $45,646.74*
----------
----------
</TABLE>
- ------------
* Estimated. These expenses do not include annual recurring costs for the
operation of the Plan.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Article ELEVENTH of the Company's Restated Certificate of
Incorporation, each person who is or was a director or officer of the Company,
and each director or officer of the Company who serves or served any other
enterprise or organization at the request of the Company, shall be indemnified
by the Company to the full extent permitted by the Delaware General Corporation
Law.
Under such law, to the extent that such a person is successful on the
merits or otherwise in defense of a suit or proceeding brought against such
person by reason of the fact that such person is or was a director or officer of
the Company, or serves or served any other enterprise or organization at the
request of the Company, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
such action.
If unsuccessful in defense of a third-party civil suit or a criminal suit,
or if such a suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action, had no
reasonable cause to believe such person's conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the
Company, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) actually and
reasonably incurred in the defense or settlement of such suit if such person
acted in good faith and in a manner such person reasonably believed to be in, or
not opposed to, the best interests of the Company except that if such a person
is adjudged to be liable in such suit to the Company, such person cannot be made
whole even for expenses unless the court determines that such person is fairly
and reasonably entitled to indemnity for such expenses.
In addition, the Company maintains directors' and officers' reimbursement
and liability insurance pursuant to standard form policies. The risks covered by
such policies include certain liabilities under the securities laws.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<S> <C>
4.1 The Company's Restated Certificate of Incorporation (incorporated by reference to Exhibit 99.1
to the Company's Form 10-Q for the quarter ended March 31, 1993).
4.2 The Company's By-laws, as amended (incorporated by reference to Exhibit 99.2 to the Company's
Form 10-Q for the quarter ended March 31, 1993).
5 Opinion of Andrew B. Samet, Esq., with respect to the legality of the securities being
registered hereby (filed herewith).
15 Independent Accountants' Acknowledgment Letter as to the incorporation of their reports
relating to unaudited interim financial information (filed herewith).
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<S> <C>
23.1 Consent of Price Waterhouse LLP (filed herewith).
23.2 The consent of Andrew B. Samet, Esq. is contained in his opinion filed as Exhibit 5 to this
registration statement.
24 Powers of Attorney (filed herewith).
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE TOWNSHIP OF MORRIS, STATE OF NEW JERSEY, ON THE 12TH DAY OF
SEPTEMBER, 1994.
ALLIEDSIGNAL INC.
By JOHN W. BARTER
..................................
JOHN W. BARTER
SENIOR VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
* Director, Chairman of the Board and Chief
......................................... Executive Officer
(LAWRENCE A. BOSSIDY)
* Director
.........................................
(HANS W. BECHERER)
* Director
.........................................
(EUGENE E. COVERT)
* Director
.........................................
(ANN M. FUDGE)
* Director
.........................................
(WILLIAM R. HASELTON)
* Director
.........................................
(PAUL X. KELLEY)
* Director
.........................................
(ROBERT P. LUCIANO)
* Director
.........................................
(RUSSELL E. PALMER)
* Director
.........................................
(ANDREW C. SIGLER)
* Director
.........................................
(JOHN R. STAFFORD)
* Director
.........................................
(THOMAS P. STAFFORD)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
* Director
.........................................
(DELBERT C. STALEY)
* Director
.........................................
(ROBERT C. WINTERS)
JOHN W. BARTER Senior Vice President and Chief Financial September 12, 1994
......................................... Officer (Principal Financial Officer)
(JOHN W. BARTER)
G. PETER D'ALOIA Vice President and Controller (Principal September 12, 1994
......................................... Accounting Officer)
(G. PETER D'ALOIA)
*By: PETER M. KREINDLER September 12, 1994
.....................................
(PETER M. KREINDLER,
ATTORNEY-IN-FACT)
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
1 Omitted (inapplicable).
2 Omitted (inapplicable).
4.1 The Company's Restated Certificate of Incorporation (incorporated by reference to Exhibit
99.1 to the Company's Form 10-Q for the quarter ended March 31, 1993).
4.2 The Company's By-laws, as amended (incorporated by reference to Exhibit 99.2 to the
Company's Form 10-Q for the quarter ended March 31, 1993).
5 Opinion of Andrew B. Samet, Esq., with respect to the legality of the securities being
registered hereby (filed herewith).
8 Omitted (inapplicable).
12 Omitted (inapplicable).
15 Independent Accountants' Acknowledgment Letter as to the incorporation of their reports
relating to unaudited interim financial information (filed herewith).
23.1 Consent of Price Waterhouse LLP (filed herewith).
23.2 The consent of Andrew B. Samet, Esq. is contained in his opinion filed as Exhibit 5 to this
registration statement.
24 Powers of Attorney (filed herewith).
25 Omitted (inapplicable).
26 Omitted (inapplicable).
27 Omitted (inapplicable).
28 Omitted (inapplicable).
99 Omitted (inapplicable).
</TABLE>
<PAGE>
[LOGO] AlliedSignal Inc. 201 455 3441
P.O. Box 4000
Morristown, NJ 07962-2497
Exhibit 5
September 12, 1994
AlliedSignal Inc.
P. O. Box 2245
Morristown, NJ 07962
Re: Registration Statement on Form S-3
Dear Sirs:
As an Associate General Counsel of AlliedSignal Inc. (the
"Company"), I have acted as counsel for the Company in connection
with the filing of a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"),
registering 2,000,000 shares of the Company's Common Stock, par
value $1.00 per share (the "Common Stock"), to be offered
pursuant to the AlliedSignal Inc. Dividend Reinvestment and Share
Purchase Plan (the "Plan"). I have made such investigation and,
in that connection, have examined such corporate records and other
documents as I have deemed necessary or advisable in rendering
this opinion.
I am a member of the Bar of the State of New York and do not
intend hereby to express any opinion as to the laws of any other
jurisdiction other than the laws of the United States and the
General Corporation Law of the State of Delaware to the extent
applicable hereto.
Based upon the foregoing, I am of the opinion that:
1. The shares of Common Stock to be acquired by the Plan
agent from the Company pursuant to the Plan will be validly
issued, fully paid and nonassessable under the laws of the State
of Delaware, the Company's state of incorporation, when the
Company shall have received the consideration provided in the Plan
therefor (having a value not less than the par value thereof with
respect to shares issued by the Company out of authorized but
unissued shares); and
<PAGE>
2
2. The shares of Common Stock acquired by the Plan agent
other than from the Company in accordance with the Plan will be
validly issued, fully paid and nonassessable under the laws of the
State of Delaware.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to me under the
heading "Legal Opinion" in the Prospectus which is part of the
Registration Statement. In giving this consent, I do not thereby
admit that I come within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Sincerely yours,
ANDREW B. SAMET
Andrew B. Samet
Vice President, Secretary and
Associate General Counsel
<PAGE>
[LETTERHEAD OF PRICE WATERHOUSE LLP]
Exhibit 15
September 12, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sirs:
We are aware that AlliedSignal Inc. has incorporated by
reference our reports dated April 21 and July 25, 1994
(issued pursuant to the provisions of Statement on
Auditing Standards Nos. 42 and 71) in the Prospectus
constituting part of its Registration Statement on Form
S-3 to be filed on or about September 12, 1994. We are
also aware of our responsibilities under the Securities
Act of 1933.
Yours very truly,
PRICE WATERHOUSE LLP
Price Waterhouse LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement
on Form S-3 of our report dated February 3, 1994 except for
Note 1 (Subsequent Events) which is as of February 7, 1994,
which appears on page 39 of the 1993 Annual Report to
Shareowners of AlliedSignal Inc. (the "Company"), which is
incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended December 31, 1993. We also
consent to the incorporation by reference of our report on
the Financial Statement Schedules, which appears on page 20
of such Annual Report on Form 10-K. We also consent to the
reference to us under the heading "Experts" in such
Prospectus.
PRICE WATERHOUSE LLP
Price Waterhouse LLP
Morristown, NJ
September 12, 1994
<PAGE>
POWER OF ATTORNEY
I, Lawrence A. Bossidy, Chairman and Chief Executive Officer
and a director of AlliedSignal Inc., a Delaware corporation (the
"Company"), hereby appoint John W. Barter, Peter M. Kreindler, G.
Peter D'Aloia and Nancy A. Garvey, each with power to act without
the other and with power of substitution and resubstitution, as
my attorney-in-fact to sign on my behalf in my capacity as an
officer or director of the Company one or more registration
statements under the Securities Act of 1933, or any amendment or
post-effective amendment to any registration statement heretofore
or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed 500 million;
<PAGE>
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
LAWRENCE A. BOSSIDY
Lawrence A. Bossidy
Dated: May 27, 1994
<PAGE>
POWER OF ATTORNEY
I, Hans W. Becherer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
HANS W. BECHERER
Hans W. Becherer
Dated: May 27, 1994
<PAGE>
POWER OF ATTORNEY
I, Eugene E. Covert, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
EUGENE E. COVERT
Eugene E. Covert
Dated: May 27, 1994
<PAGE>
POWER OF ATTORNEY
I, Ann M. Fudge, a director of AlliedSignal Inc., a Delaware
corporation (the "Company"), hereby appoint Lawrence A. Bossidy,
John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and Nancy A.
Garvey, each with power to act without the other and with power
of substitution and resubstitution, as my attorney-in-fact to
sign on my behalf in my capacity as a director of the Company one
or more registration statements under the Securities Act of 1933,
or any amendment or post-effective amendment to any registration
statement heretofore or hereafter filed by the Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon
exercise thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
ANN M. FUDGE
Ann M. Fudge
Dated: May 27, 1994
<PAGE>
POWER OF ATTORNEY
I, William R. Haselton, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
WILLIAM R. HASELTON
William R. Haselton
Dated: May 27, 1994
<PAGE>
POWER OF ATTORNEY
I, Paul X. Kelley, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
PAUL X. KELLEY
Paul X. Kelley
Dated: May 27, 1994
<PAGE>
POWER OF ATTORNEY
I, Robert P. Luciano, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
ROBERT P. LUCIANO
Robert P. Luciano
Dated: May 27, 1994
<PAGE>
POWER OF ATTORNEY
I, Russell E. Palmer, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
RUSSELL E. PALMER
Russell E. Palmer
Dated: May 27, 1994
<PAGE>
POWER OF ATTORNEY
I, Andrew C. Sigler, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon
exercise thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
ANDREW C. SIGLER
Andrew C. Sigler
Dated: May 27, 1994
<PAGE>
POWER OF ATTORNEY
I, John R. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
JOHN R. STAFFORD
John R. Stafford
Dated: May 27, 1994
<PAGE>
POWER OF ATTORNEY
I, Thomas P. Stafford, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
THOMAS P. STAFFORD
Thomas P. Stafford
Dated: May 27, 1994
<PAGE>
POWER OF ATTORNEY
I, Delbert C. Staley, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every
act necessary to be done as fully as I might do in person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
DELBERT C. STALEY
Delbert C. Staley
Dated: May 27, 1994
<PAGE>
POWER OF ATTORNEY
I, Robert C. Winters, a director of AlliedSignal Inc., a
Delaware corporation (the "Company"), hereby appoint Lawrence A.
Bossidy, John W. Barter, Peter M. Kreindler, G. Peter D'Aloia and
Nancy A. Garvey, each with power to act without the other and
with power of substitution and resubstitution, as my attorney-in-
fact to sign on my behalf in my capacity as a director of the
Company one or more registration statements under the Securities
Act of 1933, or any amendment or post-effective amendment to any
registration statement heretofore or hereafter filed by the
Company:
(a) on Form S-8 or other appropriate form for the
registration of shares of the Company's Common Stock (and
participations where appropriate) to be offered under the
savings, stock or other benefit plans of the Company, its
affiliates or any predecessor thereof, including the AlliedSignal
Savings Plan, the AlliedSignal Thrift Plan, the AlliedSignal
Truck Brake Systems Company Savings Plan, the 1980 Incentive
Stock Option Plan of Allied Corporation and its Subsidiaries, the
1982 Stock Option Plan for Executive Employees of Allied
Corporation and its Subsidiaries, the 1985 Stock Plan for
Employees of Allied-Signal Inc. and its Subsidiaries, the 1993
Stock Plan for Employees of AlliedSignal Inc. and its Affiliates,
the Stock Plan for Non-Employee Directors of AlliedSignal Inc.
and any plan which is a successor to such plans;
(b) on Form S-3 or other appropriate form for the
registration of shares of the Company's Common Stock to be
offered under the Dividend Reinvestment Plan of Allied-Signal
Inc. and any plan which is a successor to such plan; and
(c) on Form S-3 or other appropriate form for the
registration of:
(i) debt securities of the Company (which may be
convertible into or exchangeable for or accompanied by warrants
to purchase debt or equity securities of the Company, its
subsidiaries, joint ventures or affiliates or another person or
entity, provided the number of shares of the Company's Common
Stock into or for which such debt securities may be converted or
exchanged or which may be issued upon exercise of such warrants
shall not exceed 33,400,000, as adjusted for stock splits and
dividends) with aggregate proceeds not to exceed $500 million (or
the equivalent thereof in any foreign currency), any accompanying
warrants and any guarantees by the Company of such debt
securities of its subsidiaries, joint ventures or affiliates;
(ii) preferred stock of the Company (which may be
convertible into or redeemable or exchangeable for Common Stock
or other securities or property of the Company) with proceeds not
to exceed $500 million;
<PAGE>
- 2 -
(iii) debt securities, Common Stock or preferred
stock of the Company or warrants to purchase such securities to
be issued in exchange for debt or equity securities of the
Company, its subsidiaries, joint ventures or affiliates with an
aggregate principal amount, liquidation preference or value not
to exceed $500 million;
(iv) any securities into or for which any of the
securities specified in clauses (i), (ii) or (iii) are
convertible or exchangeable or which may be issued upon exercise
thereof; and
(v) shares of Common Stock of the Company sold or
otherwise disposed of to carry out transactions not requiring
specific authorization by the Board of Directors, not to exceed
in any one transaction 6,974,080 shares (two percent of the
Common Stock issued and outstanding at December 31, 1986, as
adjusted for stock splits) as adjusted for stock splits and
dividends, and any warrants to purchase such shares,
granting to each such attorney full power and authority to
perform every act necessary to be done as fully as I might do in
person.
I hereby revoke any or all prior appointments of attorneys-
in-fact to sign the above-described documents.
ROBERT C. WINTERS
Robert C. Winters
Dated: May 27, 1994
